Brixmor Property Group Inc. Brixmor Operating Partnership LP

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Section 1: 10­K (10­K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10­K
R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission File Number: 001­36160 (Brixmor Property Group)
Commission File Number: 333­201464­01 (Brixmor Operating Partnership LP)
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)
Maryland (Brixmor Property Group Inc.)
45­2433192
Delaware (Brixmor Operating Partnership LP)
80­0831163
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
450 Lexington Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
212­869­3000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
New York Stock Exchange
Common Stock, par value $0.01 per share.
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well­known seasoned issuer, as defined in Rule 405 of the Securities Act.
Brixmor Property Group Inc. Yes R No ☐ Brixmor Operating Partnership LP Yes R No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Brixmor Property Group Inc. Yes ☐ No R Brixmor Operating Partnership LP Yes ☐ No R
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Brixmor Property Group Inc. Yes R No ☐ Brixmor Operating Partnership LP Yes R No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S­T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Brixmor Property Group Inc. Yes R No ☐ Brixmor Operating Partnership LP Yes R No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S­K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10­K or any amendment to this Form 10­K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non­accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b­2 of the Exchange Act.
Brixmor Property Group Inc.
Large accelerated filer
Smaller reporting company
R Non­accelerated filer
☐
Brixmor Operating Partnership LP
Large accelerated filer
☐ Accelerated filer
☐
Smaller reporting company
(Do not check if a smaller reporting company)
☐ Non­accelerated filer
R
☐ Accelerated filer
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b­2 of the Exchange Act).
Brixmor Property Group Inc. Yes ☐ No R Brixmor Operating Partnership LP Yes ☐ No R
State the aggregate market value of the voting and non­voting common equity held by non­affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants’ most recently completed second fiscal quarter.
Brixmor Property Group Inc. $4,003,432,157 Brixmor Operating Partnership LP N/A
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of February 1, 2016, Brixmor Property Group Inc. had 299,153,127 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed by Brixmor Property Group Inc. with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual Meeting of Stockholders to
be held on June 16, 2016 will be incorporated by reference in this Form 10­K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the
registrant’s fiscal year ended December 31, 2015.
EXPLANATORY NOTE
This report combines the annual reports on Form 10­K for the period ended December 31, 2015 of Brixmor Property Group Inc. and Brixmor Operating Partnership LP. Unless
stated otherwise or the context otherwise requires, references to the “Parent Company” or “BPG” mean Brixmor Property Group Inc. and its consolidated subsidiaries; and
references to the “Operating Partnership” mean Brixmor Operating Partnership LP and its consolidated subsidiaries. The terms the “Company,” “Brixmor,” “we,” “our” and “us”
mean BPG and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) which owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole owner of
Brixmor OP GP LLC, or the General Partner, the sole general partner of the Operating Partnership. As of December 31, 2015, the Parent Company beneficially owned, through its
direct and indirect interest in BPG Sub and the General Partner, approximately 98.3% of the outstanding partnership common units of interest (the “OP Units”) in the Operating
Partnership. Certain investments funds affiliated with The Blackstone Group L.P. and certain current and former members of the Company’s management collectively owned the
remaining 1.7% interest in the Operating Partnership.
The Company believes combining the annual reports on Form 10­K of the Parent Company and the Operating Partnership into this single report provides the following benefits:
•
•
•
Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as
management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the
management of the Operating Partnership. These individuals are officers of both the Parent Company and the Operating Partnership.
We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the
Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its indirect interest in the Operating Partnership. As a
result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company does not incur any material indebtedness. The
Operating Partnership holds substantially all of our assets. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating
Partnership in exchange for OP Units, the Operating Partnership generates all remaining capital required by the Company’s business. Sources of this capital include the Operating
Partnership’s operations, its direct or indirect incurrence of indebtedness, and the issuance of OP Units.
Stockholders’ equity, partners’ capital, and non­controlling interests are the primary areas of difference between the consolidated financial statements of the Parent Company and
those of the Operating Partnership. The Operating Partnership’s capital includes OP Units owned by the Parent Company through BPG Sub and the General Partner as well as OP
Units owned by certain investments funds affiliated with The Blackstone Group L.P. and certain current and former members of the our management. OP Units owned by third
parties are accounted for in partners’ capital in the Operating Partnership’s financial statements and outside of stockholders’ equity in non­controlling interests in the Parent
Company’s financial statements.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and
the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, separate certification of periodic report
under Section 302 of the Sarbanes­Oxley Act of 2002 and separate certification pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes­Oxley Act
of 2002. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the
Company.
The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect
investment in the Operating Partnership. Therefore, while stockholders’ equity and partners’ capital differ as discussed above, the assets and liabilities of the Parent Company and
the Operating Partnership are materially the same on their respective financial statements.
TABLE OF CONTENTS
Item No.
Page
Part I
1.
1A.
1B.
2.
3.
4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
5
10
25
25
29
29
Part II
5.
6.
7.
7A.
8
9
9A.
9B
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
30
32
36
53
54
54
54
57
Part III
10.
11.
12.
13.
14.
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
58
58
58
58
58
Part IV
15.
Exhibits and Financial Statement Schedules
59
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Forward­Looking Statements
This report contains forward­looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which
reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward­looking statements by the use of words
such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,”
“targets” or the negative version of these words or other comparable words. Such forward­looking statements are subject to various risks and uncertainties. Accordingly, there are
or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not
limited to those described under the section entitled “Risk Factors” in this report, as such factors may be updated from time to time in our periodic filings with the Securities and
Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors include (1) changes in national, regional or local economic
climates; (2) local conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) the attractiveness of properties in
our Portfolio to our tenants; (4) the financial stability of tenants, including the ability of tenants to pay rents and expense reimbursements; (5) in the case of percentage rents, our
tenants’ sales volumes; (6) competition from other available properties; (7) changes in market rental rates; (8) changes in the regional demographics of our properties; (8) litigation
and governmental investigations following the completion of the recent Audit Committee review described under “Part 1. Business­Recent Developments”; and (9) the impact of
the Audit Committee review and related management changes on our access to the capital markets and our cost of capital. These factors should not be construed as exhaustive and
should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward­looking statements speak only as
of the date of this report, and we expressly disclaim any obligation or undertaking to publicly update or review any forward­looking statement, whether as a result of new
information, future developments or otherwise, except to the extent otherwise required by law.
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PART I
Item 1. Business
Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) is an internally­managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and
subsidiaries (collectively, the “Operating Partnership”) is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG
owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner
of the Operating Partnership. Unless otherwise expressly stated or the context otherwise requires, “we,” “us,” and “our” as used herein refer to each of BPG and the Operating
Partnership, collectively. We operate the largest wholly­owned portfolio of grocery­anchored community and neighborhood shopping centers in the United States. Our portfolio
is comprised of 518 shopping centers totaling approximately 87 million square feet of gross leasable area (the “Portfolio”). 517 of these shopping centers are 100% owned. Our
high quality national Portfolio is well diversified by geography, tenancy and retail format, with 72% of our shopping centers anchored by market­leading grocers. Our four largest
tenants by annualized base rent are The Kroger Co., The TJX Companies, Inc., Dollar Tree Stores, Inc., and Wal­Mart Stores. Our community and neighborhood shopping centers
provide a mix of necessity and value­oriented retailers and are primarily located in the top 50 Metropolitan Statistical Areas, surrounded by dense populations in established trade
areas.
As of December 31, 2015, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 98.3% of the outstanding partnership common
units of interest in the Operating Partnership (“OP Units”). Certain investments funds affiliated with The Blackstone Group L.P. (together with such affiliated funds,
“Blackstone”) and certain members of the Company's current and former management collectively owned the remaining 1.7% of the outstanding OP Units. Holders of OP Units
(other than BPG Sub and the General Partner) may redeem their OP Units for cash based upon the market value of an equivalent number of shares of BPG’s common stock or, at
our election, exchange their OP Units for shares of our common stock on a one­for­one basis subject to customary conversion rate adjustments for splits, unit distributions and
reclassifications. The number of OP Units in the Operating Partnership beneficially owned by BPG is equivalent to the number of outstanding shares of BPG’s common stock, and
the entitlement of all OP Units to quarterly distributions and payments in liquidation is substantially the same as those of BPG's common stockholders. BPG’s common stock is
publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BRX.”
Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, we refer to BPG’s executive
officers as Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to BPG’s board of
directors as the Operating Partnership’s board of directors.
Recent Developments
On February 8, 2016, the Company filed a Current Report on Form 8­K (the “February 8­K”) reporting the completion of a review by the Audit Committee of the Board of
Directors of Brixmor Property Group Inc. (the “Audit Committee”). The Audit Committee’s review began after the Company received information in late December 2015 through
its established compliance processes (the “Audit Committee review”). The Audit Committee review led the Board of Directors to conclude that specific Company accounting and
financial reporting personnel, in certain instances, were smoothing income items, both up and down, between reporting periods in an effort to achieve consistent quarterly same
property net operating income growth, an industry non­GAAP financial measure.
As reported in the February 8­K, following the Audit Committee review, the Company’s Chief Executive Officer, President and Chief Financial Officer, and Treasurer and Chief
Accounting Officer resigned from all positions with the Company and its subsidiaries. In addition, an accounting employee also resigned. Following these resignations, the Board
of Directors appointed Daniel B. Hurwitz as interim President and Chief Executive Officer, Barry Lefkowitz as interim Chief Financial Officer and Michael Cathers as interim
Chief Accounting Officer. Mr. Hurwitz also replaced the Company’s former chief executive officer as a member of the Company’s Board of Directors.
For additional information concerning the findings of the Audit Committee review and related management changes, see the Company’s Form 8­K filed February 8, 2016 and
Form 8­K filed February 16, 2016. For additional
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information concerning the Audit Committee review and related matters, see “Risk Factors” in Item 1A, “Legal Proceedings” in Item 3, and “Controls and Procedures” in Item 9A
of this Form 10­K.
Our Shopping Centers
The following table provides summary information regarding our Portfolio as of December 31, 2015.
Number of shopping centers
518
Gross leasable area (“GLA”) (sq. ft.)
86.6 million
Percent grocery­anchored shopping centers (1)
72%
Average shopping center GLA (sq. ft.)
167,212
Occupancy (2)
93%
Average annualized base rent (“ABR”)/SF (3)
$12.76
Percent of ABR in top 50 U.S. MSAs
65%
Average effective age (4)
14 years
Average population density (5)
184,000
Average household income (5)
$79,000
Based on total number of shopping centers.
(2) Unless otherwise stated references to occupancy refer to leased occupancy.
(3) ABR/SF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold improvements.
(4) Effective age is calculated based on the year of the most recent anchor space repositioning / redevelopment of the shopping center or based on year built if no anchor space repositioning / redevelopment has occurred.
(5) Demographics based on five­mile radius and weighted by ABR. Based on U.S. Census data.
(1)
Business Objectives and Strategies
Our primary objective is to maximize total returns to our stockholders through a combination of growth and value­creation at the asset level supported by stable cash flows. We
seek to achieve this through ownership of a large high quality, diversified portfolio of primarily grocery­anchored community and neighborhood shopping centers and by creating
meaningful net operating income (“NOI”) growth from this portfolio. The major drivers of this growth will be a combination of positive rent spreads from below­market in­place
rents and above average lease rollover, occupancy increases, annual contractual rent increases across the portfolio and the execution of embedded anchor space repositioning /
redevelopment / outparcel development opportunities. Our key strategies to achieve these objectives are summarized as follows and detailed below:
•
•
•
•
•
•
Leveraging our operating expertise to proactively lease and manage our assets
Capitalizing on below­market expiring leases
Achieving occupancy increases
Pursuing value­creating anchor space repositioning / redevelopment / outparcel development opportunities
Preserving portfolio diversification
Maintaining a flexible capital structure positioned for growth
Leveraging our Operating Expertise to Proactively Lease and Manage our Assets. We proactively manage our shopping centers with an emphasis on driving high rents and
occupancy rates with a solid base of nationally and regionally recognized tenants that generate substantial daily traffic. Our expansive relationships with leading retailers afford
us early access to their strategies and expansion plans, as well as to their senior management. We believe these relationships, combined with the national breadth and scale of our
portfolio, give us a competitive advantage as a key landlord able to support the real estate strategies of our diverse landscape of retailers. Our operating platform, along with the
corresponding regional and local market expertise, enables us to efficiently capitalize on market and retailing trends. We also seek opportunities to refurbish, renovate and
redevelop existing shopping centers, as appropriate, including expanding or repositioning existing tenants.
We direct our leasing efforts at the corporate level through our national accounts team and at the regional level through our field network. We believe this strategy enables us to
provide our national and regional retailers with a centralized, single point of contact, facilitates reviews of our entire shopping center portfolio and provides for standardized lease
templates that streamline the lease execution process, while also accounting for market­specific trends.
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Capitalizing on Below­Market Expiring Leases. Our focus is to unlock opportunity and create value at the asset level and increase cash flow by increasing rental rates through
the renewal of expiring leases or re­leasing of space to new tenants with limited downtime. As part of our targeted leasing strategy, we constantly seek to maximize rental rates
and improve the tenant quality and credit profile of our portfolio. We believe our above average lease expiration schedule, as compared to our historic annual expirations, with
below­market expiring rents will enable us to renew leases or sign new leases at higher rates. During 2015 in our Portfolio, we experienced new lease rent spreads of 41.6% and
blended new and renewal lease spreads of 14.9%. For the last six quarters ended December 31, 2015, blended lease spreads have been 13% or better. We believe that this
performance will continue given our future expiration schedule of 9.9% of our leased GLA due to expire in 2016, 13.7% in 2017 and 12.6% in 2018, with an average expiring
ABR/SF of $12.20 compared to an average ABR/SF of $12.78 for new and renewal leases signed during 2015, with an average ABR/SF of $15.86 for new leases and $11.88 for
renewal leases. This represents a significant opportunity to mark a substantial percentage of the portfolio to market.
Achieving Occupancy Increases. During 2015 we experienced strong leasing productivity in our Portfolio and executed 664 new leases for an aggregate of approximately 3.0
million sq. ft., including 65 new anchor leases for spaces of at least 10,000 sq. ft. Our continued efforts to improve the quality of our anchor tenants have driven our small shop
leasing and for spaces of 10,000 sq. ft. or less, occupancy has increased to 84.3% at December 31, 2015 from 82.6% at December 31, 2014. Our total occupancy decreased to
92.6% at December 31, 2015 from 92.8% at December 31, 2014, due to certain tenant bankruptcies and proactive repositioning of anchor space. We believe that there is
additional opportunity for further occupancy gains in our portfolio, across both our anchor and small shop space, and that as we continue to reposition our anchor tenants such
improvement will drive strong new and renewal lease spreads and enable us to lease additional small shop space.
Pursuing Value­Creating Anchor Space Repositioning / Redevelopment / Outparcel Development Opportunities. We evaluate our Portfolio on an ongoing basis to identify
value­creating anchor space repositioning / redevelopment / outparcel development opportunities. These efforts are tenant­driven and focus on renovating, re­tenanting and
repositioning assets and generally present higher risk­adjusted returns than new developments. Such efforts, which we refer to as our “Raising the Bar” initiative, are focused on
upgrading our centers with strong, best­in­class anchors and transforming such properties’ overall merchandise mix and tenant quality. Potential new projects include value­
creation opportunities that have been previously identified within our Portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood
shopping center development in the United States. We may also seek to acquire non­owned anchor spaces or retail buildings and outparcels at, or adjacent, to our shopping
centers in order to facilitate anchor space repositioning / redevelopment projects. In addition, as we own a vast majority of our anchor spaces greater than 35,000 sq. ft., we have
important operational control in the positioning of our shopping centers in the event an anchor ceases to operate and flexibility in working with new and existing anchor tenants
as they seek to expand or reposition their stores.
During 2015, we completed 41 anchor space repositioning / redevelopment / outparcel development projects in our Portfolio, with average targeted NOI yields of 16%. The
aggregate cost of these projects was approximately $89.8 million. We expect average targeted NOI yields of 11% and an aggregate cost of $104.6 million for our 44 currently
active anchor space repositioning / redevelopment / outparcel development projects.
As a result of the historically low number of new shopping center developments in the United States, repositioning and redevelopment opportunities are critical in allowing us to
meet space requirements for new store growth and accommodate the evolving prototypes of our retailers. We expect to maintain our current pace of anchor space repositioning /
redevelopment / outparcel development projects over the foreseeable future. We believe such activity is critical to the success of our company, as it drives higher sales and traffic,
elevates center appeal, stimulates small shop leasing, improves rent levels and NOI and increases shopping center value. We intend to fund these efforts through cash from
operations.
Preserving Portfolio Diversification. We seek to achieve diversification by the geographic distribution of our shopping centers and the breadth of our tenant base and tenant
business lines. We believe this diversification serves to insulate us from macro­economic cycles and reduces our exposure to any single market or retailer.
The shopping centers in our Portfolio are strategically located across 38 states and throughout more than 170 MSAs, with 65.3% of our ABR derived from shopping centers
located in the top 50 MSAs with no one MSA accounting for more than 6.7% of our ABR, in each case as of December 31, 2015.
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In total, we have approximately 5,500 diverse national, regional and local retailers with approximately 10,000 leases in our Portfolio. As a result, our 10 largest tenants accounted
for only 18.1% of our ABR, and our two largest tenants, The Kroger Co. and The TJX Companies, together accounted for only 6.5% of our ABR as of December 31, 2015. Our
largest shopping center represents only 1.5% of our ABR as of December 31, 2015.
Maintaining a Flexible Capital Structure Positioned for Growth. Our current capital structure provides us with financial flexibility and capacity to fund our current capital needs
as well as future growth opportunities. As of December 31, 2015, we had, in addition to our secured mortgage debt, $2.1 billion of unsecured term loans, a $1.25 billion unsecured
revolving credit facility under which we had $834.0 million of undrawn capacity and $1.2 billion of senior unsecured notes.
We believe we have access to multiple forms of capital, including unsecured corporate level debt, preferred equity, our at­the­market equity offering program and additional credit
facilities, which will provide us with a competitive advantage over smaller, more highly leveraged or privately­held shopping center companies. We currently have investment
grade credit ratings from all three major credit rating agencies.
We intend to continue to enhance our financial and operating flexibility through ongoing commitment to ladder and extend the duration of our debt, and further expand our
unencumbered asset pool.
The strategies discussed above are periodically reviewed by our Board of Directors and while it does not have any present intention to amend or revise its strategy, the Board of
Directors may do so at anytime without a vote of the Company’s shareholders.
Competition
We face considerable competition in the leasing of real estate, which is a highly competitive market. We compete with a number of other companies in providing leases to
prospective tenants and in re­leasing space to current tenants upon expiration of their respective leases. We believe that the principal competitive factors in attracting tenants in
our market areas are location, co­tenants and physical conditions of our shopping centers. In this regard, we proactively manage and, where and when appropriate, redevelop and
upgrade, our shopping centers, with an emphasis on maintaining high occupancy rates with a strong base of nationally and regionally recognized anchor tenants that generate
substantial daily traffic. In addition, we believe that the breadth of our national portfolio of shopping centers, and the local knowledge and market intelligence derived from our
regional operating team, as well as the close relationships we have established with certain major, national and regional retailers, allow us to maintain a competitive position.
Environmental Exposure
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under
various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of
hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances
released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including
governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or
toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on­site dry cleaners and/or on­site gasoline retailing
facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be
substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow
using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and
trichloroethylene (associated with the operations of on­site dry cleaners) and petroleum hydrocarbons (associated with the operations of on­site gasoline retailing facilities). There
may also be asbestos­containing materials at some of our properties. While we do not expect the environmental conditions at our properties, for which exposure has been
mitigated through insurance coverage specific to environmental conditions, considered as a whole, to have a material adverse effect on us, there can be no assurance that this will
be the case. Further, no assurance can be given that any environmental studies performed
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have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.
Employees
As of December 31, 2015, we had approximately 447 employees. Four of our employees are covered by a collective bargaining agreement, and we consider our employee
relations to be good.
Financial Information about Industry Segments
Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish or group our operations on a geographical basis
when measuring performance. Accordingly, we believe we have a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting
principles (“GAAP”). In the opinion of our management, no material part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which
would have a material adverse effect on us, and no single tenant accounts for 5% or more of our consolidated revenues. During 2015, no single shopping center and no one tenant
accounted for more than 5% of our consolidated assets or consolidated revenues.
REIT Qualification
We made a tax election to be treated as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2011 and expect to continue to
operate so as to qualify as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on net taxable income that we distribute annually
to our stockholders. In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the real estate
qualification of sources of our income, the composition and values of our assets, the amounts we distribute to our stockholders and the diversity of ownership of our stock. In order
to comply with REIT requirements, we may need to forego otherwise attractive opportunities and limit our expansion opportunities and the manner in which we conduct our
operations. See “Risk Factors­Risks Related to our REIT Status and Certain Other Tax Items.”
Corporate Headquarters
Brixmor Property Group Inc., a Maryland corporation, was incorporated in Delaware on May 27, 2011, changed its name to Brixmor Property Group Inc. on June 17, 2013 and
changed its jurisdiction of incorporation to Maryland on November 4, 2013. Our principal executive offices are located at 450 Lexington Avenue, New York, New York 10017,
and our telephone number is (212) 869­3000.
Our website address is www.brixmor.com. Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10­K. We make
available free of charge on our website or provide a link on our website to our Annual Reports on Form 10­K, Quarterly Reports on Form 10­Q and Current Reports on Form 8­K,
and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are
electronically filed with, or furnished to, the SEC. We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including
our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act. To access these filings, go to the “Financial Information” portion of our
“Investors” page on our website, and then click on “SEC Filings.” You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F Street,
N.E., Washington, DC 20549. Call the SEC at 1­800­SEC­0330 for further information on the public reference room. In addition, these reports and the other documents we file
with the SEC are available at a website maintained by the SEC at htttp:\\www.sec.gov.
From time to time, we may use our website as a channel of distribution of material information. Financial and other material information regarding our company is routinely
posted on and accessible at www.brixmor.com. In addition, you may automatically receive e­mail alerts and other information about our company by enrolling your e­mail
address by visiting “Email Alerts” under the “Information Request” section of the “Investors” portion of our website at http:\\www.brixmor.com.
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Item 1A. Risk Factors
Risks Related to Recent Events
We recently replaced a number of our senior executives with interim executive officers, and these changes, along with anticipated changes when we replace some or all of our
interim executive officers with long­term appointments, may have a material adverse impact on our business, financial condition, results of operations or cash flows.
In the first quarter of 2016, following the completion of the Audit Committee review, our Chief Executive Officer, President and Chief Financial Officer and Treasurer and Chief
Accounting Officer resigned. Although we have appointed interim replacement executives, the transition of duties to these new executives may be disruptive to the management
of our business. Similarly, when we transition from our interim executives to long­term appointees, we may experience a similar level of disruption in our management. These
potential disruptions could have a material adverse impact on our business, financial condition, results of operations or cash flows.
Our ability to attract and retain key employees may be adversely impacted by the negative publicity and operational disruptions caused by the results of the Audit Committee
review and the related management changes, which may have a material adverse impact on our business, financial condition, results of operations or cash flows.
Our future success depends in large part upon our ability to attract and retain key management executives and other key employees. In the first quarter of 2016, following the
completion of the Audit Committee review, several members of our senior management team departed, including our Chief Executive Officer, President and Chief Financial
Officer and Treasurer and Chief Accounting Officer. The negative publicity and operational disruptions caused by the results of the Audit Committee review and the related
management changes could result in additional key employees deciding to leave the Company, and could make it difficult for the Company to attract new key employees. This
may have a material adverse impact on our business, financial condition, results of operations or cash flows.
Legal proceedings related to the Audit Committee review may result in significant costs and expenses and divert resources from our operations and therefore could have a
material adverse effect on our business, financial condition, results of operations or cash flows.
Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported to the SEC the matters described above related to the Audit Committee review. The
SEC has commenced an investigation with respect to these matters and the Company is cooperating fully.
The Company and its current and former officers and directors may also be subject to private securities class action complaints. A number of plaintiff firms have publicly
announced inquiries into these matters. In addition, the Company may be subject to shareholder derivative actions, purportedly in the name and for the benefit of the Company.
As a result of any legal proceedings related to the Audit Committee review, including the investigation described above, we may incur significant professional fees and other
costs. If we are unsuccessful in any legal action related to this matter, we may be required to pay a significant amount of monetary damages that may be in excess of our insurance
coverage. The SEC also could impose other sanctions against us or our directors and officers, including injunctions, a cease and desist order, fines and other equitable remedies. In
addition, our Board of Directors, management and employees may expend a substantial amount of time on these legal proceedings and investigations, diverting resources and
attention that would otherwise be directed toward our operations and implementation of our business strategy. Any of these events would have a material adverse effect on our
business, financial condition, results of operations or cash flows.
The market price of our common stock and our ability to raise capital may be adversely impacted by recent events, which may have a material adverse impact on our business,
financial condition, results of operations or cash flows.
A prolonged decline in the price of our common stock, including as a result of any reputational harm we may suffer as a result of the Audit Committee review and related
management changes, could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital, which could have a material adverse impact
on our financial position, results of operations, and cash flows. In addition, two nationally recognized statistical rating organizations changed our rating outlook to negative
following the February 8­K. This change in
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outlook and any future downgrade in rating by a credit rating agency could adversely impact our stock and bond prices and may make it more difficult to raise capital in the
equity or bond markets, or to do so at an attractive cost of capital. It may also make it more difficult for us to replace our secured debt with unsecured debt. In addition, a ratings
downgrade could require our subsidiaries to guarantee our debt facilities and would adversely impact interest rates under our existing credit facilities, which would adversely
impact our cost and availability of capital.
We have identified a material weakness in our internal control over financial reporting and our management has concluded that our disclosure controls and procedures and
internal control over financial reporting were not effective as of December 31, 2015. If not remediated, our failure to establish and maintain effective disclosure controls and
procedures and internal control over financial reporting could result in a material misstatement in our financial statements or a failure to meet our reporting and financial
obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to consistently produce reliable financial
statements and financial reports. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. The Company’s current
management concluded, and our independent registered public accounting firm has concurred, that as a result of a material weakness in internal control over financial reporting at
the evaluation date, the Company’s disclosure controls and procedures and internal control over financial reporting were not effective at December 31, 2015. The material
weakness relates to a deficiency in the control environment specifically because the actions identified in the Audit Committee review failed to demonstrate commitment to
integrity and ethical values and senior management did not set an appropriate tone at the top. See Item 9A ­ “Controls and Procedures.”
A “material weakness” is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Although we have taken steps to improve our internal control over financial reporting and our disclosure controls and procedures since the discovery, including through
management changes, there can be no assurance that we will be successful in making the improvements necessary to remediate our material weakness, or that we will do so in a
timely manner, or that we will not identify additional control deficiencies or material weaknesses in the future. If we are not successful in making these improvements, or if we
have additional control deficiencies, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports with the SEC in a timely manner, which
may expose us to legal and regulatory liabilities and may cause investors to lose confidence in our reported financial information and may lead to a decline in the market price of
our common stock. In addition, implementing any appropriate changes to our internal controls may distract our officers and employees and/or entail substantial costs.
Risks Related to Our Properties and Our Business
Adverse global, national and regional economic, market and real estate conditions may adversely affect our performance.
Properties in our portfolio consist of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these
types of real estate assets, including: (1) changes in national, regional and local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on
demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to tenants; (4) the financial stability of tenants, including the ability of
tenants to pay rent; (5) competition from other available properties; (6) changes in market rental rates; (7) changes in demographics (including number of households and average
household income) surrounding our properties; (8) the need to periodically fund the costs to repair, renovate and re­lease space; (9) changes in operating costs, including costs for
maintenance, utilities, insurance and real estate taxes; (10) earthquakes, tornadoes, hurricanes and other natural disasters, civil unrest, terrorist acts or acts of war, which may result
in uninsured or underinsured losses; (11) the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and
competition cause a reduction in income from the properties; and (12) changes in laws and governmental regulations, including those governing usage, zoning, the environment
and taxes.
Additionally, because properties in our portfolio consist of shopping centers, our performance is linked to general economic conditions in the market for retail space. The market
for retail space has been and may continue to be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of
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some large retailing companies, the consolidation in the retail sector, the excess amount of retail space in certain markets and increasing consumer purchases via the internet. To
the extent that any of these conditions worsen, they are likely to affect market rents and overall demand for retail space. In addition, we may face challenges in property
management and maintenance or incur increased operating costs, such as real estate taxes, insurance and utilities, which may make properties unattractive to tenants. The loss of
rental revenues from a number of our tenants and our inability to replace such tenants may adversely affect our profitability and ability to meet our debt and other financial
obligations.
We face considerable competition in the leasing market and may be unable to renew leases or re­lease space as leases expire. Consequently, we may be required to make rent or
other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition
and results of operations.
We compete with a number of other companies in providing leases to prospective tenants and in re­leasing space to current tenants upon expiration of their respective leases. If our
tenants decide not to renew or extend their leases upon expiration, we may not be able to re­lease the space. Even if the tenants do renew or we can re­lease the space, the terms of
renewal or re­leasing, including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than expectations for
the space. As of December 31, 2015, leases are scheduled to expire on a total of approximately 9.9% of leased GLA at our properties in our Portfolio during 2016. We may be
unable to promptly renew the leases or re­lease this space, or the rental rates upon renewal or re­leasing may be significantly lower than expected rates, which could adversely
affect our financial condition and results of operations.
We face considerable competition for the tenancy of our lessees and the business of retail shoppers.
There are numerous shopping venues that compete with our properties in attracting retailers to lease space and shoppers to patronize their properties. In addition, tenants at our
properties face continued competition from retailers at regional malls, outlet malls and other shopping centers, catalog companies and internet sales. In order to maintain our
attractiveness to retailers and shoppers, we are required to reinvest in our properties in the form of capital improvements. If we fail to reinvest in and redevelop our properties so as
to maintain their attractiveness to retailers and shoppers, our revenue and profitability may suffer. If retailers or shoppers perceive that shopping at other venues, online or by
phone is more convenient, cost­effective or otherwise more attractive, our revenues and profitability may also suffer.
Our performance depends on the collection of rent from the tenants at the properties in our portfolio, those tenants’ financial condition and the ability of those tenants to
maintain their leases.
A substantial portion of our income is derived from rental income from real property. As a result, our performance depends on the collection of rent from tenants at the properties
in our portfolio. Our income would be negatively affected if a significant number of the tenants at the properties in our portfolio or any major tenants, among other things:
(1) decline to extend or renew leases upon expiration; (2) renew leases at lower rates; (3) fail to make rental payments when due; (4) experience a downturn in their business; or
(5) become bankrupt or insolvent.
Any of these actions could result in the termination of the tenant’s lease and our loss of rental income. In addition, under certain lease agreements, lease terminations by an anchor
tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in such shopping centers. In these
events, we cannot be certain that any tenant whose lease expires will renew or that we will be able to re­lease space on economically advantageous terms. The loss of rental
revenues from a number of tenants and difficulty replacing such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our
profitability and our ability to meet debt and other financial obligations.
We may be unable to collect balances due from tenants that file for bankruptcy protection.
If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre­bankruptcy amounts owed by that party. In addition, a tenant that files for bankruptcy
protection may terminate its lease with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed
to us for the remainder of the lease term, which could adversely affect our financial condition and results of operations.
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Real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or on favorable terms.
Real estate property investments generally cannot be disposed of quickly, and a return of capital and realization of gains, if any, from an investment generally occur upon the
disposition or refinancing of the underlying property. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition
from other sellers and the availability of attractive financing for potential buyers of our properties, and we cannot predict the various market conditions affecting real estate
investments that will exist at any particular time in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can
be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements and, therefore, we may be unable to sell the
property or may have to sell it at a reduced cost. As a result of these real estate market characteristics, we may be unable to realize our investment objectives by sale, other
disposition or refinancing at attractive prices or within any desired period of time. The ability to sell assets in our portfolio may also be restricted by certain covenants in our debt
agreements and the credit agreement governing our $2.75 billion senior unsecured credit facility (the “Unsecured Credit Facility”). As a result, we may be required to dispose of
assets on less than favorable terms, if at all, and we may be unable to vary our portfolio in response to economic or other conditions, which could adversely affect our financial
position.
Our expenses may remain constant or increase, even if income from our properties decreases, causing our financial condition and results of operations to be adversely affected.
Costs associated with our business, such as mortgage payments, real estate and personal property taxes, insurance, utilities and corporate expenses, are relatively inflexible and
generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to
decrease. If we are unable to decrease our operating costs when our revenue declines, our financial condition, results of operations and ability to make distributions to our
stockholders may be adversely affected. In addition, inflationary price increases could result in increased operating costs for us and our tenants and, to the extent we are unable to
pass along those price increases or are unable to recover operating expenses from tenants, our operating expenses may increase, which could adversely affect our financial
condition, results of operations and ability to make distributions to our stockholders. Conversely, deflation can result in a decline in general price levels caused by a decreased in
the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.
Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.
We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest;
(2) we may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt;
(3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our
stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to
foreclosure; and (6) the risk that necessary capital expenditures for purposes such as re­leasing space cannot be financed on favorable terms. During 2016, we have $855.6 million
of mortgage loans scheduled to mature and we have approximately $22.1 million of scheduled mortgage amortization payments. We currently intend to repay the scheduled
maturities and amortization payments with operating cash and borrowings on our revolving credit facility. If a property is mortgaged to secure payment of indebtedness and we
cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property.
Any of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.
We utilize a significant amount of indebtedness in the operation of our business.
As of December 31, 2015, we had approximately $6.0 billion aggregate principal amount of indebtedness outstanding. Our leverage could have important consequences to us.
For example, it could (1) result in the acceleration of a significant amount of debt for non­compliance with the terms of such debt or, if such debt contains cross default or cross­
acceleration provisions, other debt; (2) result in the loss of assets, including our shopping centers, due to foreclosure or sale on unfavorable terms, which could create taxable
income without accompanying cash proceeds; (3) materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing
or refinancing on favorable terms or at all; (4) require us to dedicate a substantial
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portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary
to maintain our REIT qualification, or to use for other purposes; (5) increase our vulnerability to an economic downturn; (6) limit our ability to withstand competitive pressures;
or (7) reduce our flexibility to respond to changing business and economic conditions.
If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of
our common stock or other securities could decline significantly.
We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and
results of operations.
We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on
terms favorable to us. Our inability to obtain financing could have negative effects on our business. Among other things, we could have great difficulty acquiring, re­developing
or maintaining our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our (1) liquidity being adversely affected;
(2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and principal payments or selling some of our assets on terms unfavorable
to us to service our indebtedness; or (4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under our Unsecured Credit Facility and unsecured $600.0 million term loan (the “Term Loan”) bear interest at variable rates and expose us to interest rate risk. If
interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net
income and cash flows will correspondingly decrease. Assuming all capacity under our Unsecured Credit Facility was fully drawn, each quarter point change in interest rates
would result in a $4.6 million change in annual interest expense on our indebtedness under our Unsecured Credit Facility and Term Loan. We have entered into interest rate swaps
that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to
all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage
debt.
As of December 31, 2015, mortgage debt outstanding was approximately $2.2 billion, excluding the impact of unamortized premiums. If a property or group of properties is
mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our
investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss. Also,
certain of the mortgages contain customary negative covenants which, among other things, limit our ability, without the prior consent of the lender, to further mortgage the
property, to enter into new leases or materially modify existing leases with respect to the property.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our debt agreements contain financial and/or operating covenants, including, among other things, certain coverage ratios, as well as limitations on the ability to incur secured and
unsecured debt. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are
breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. As a result, a default
under applicable debt covenants could have an adverse effect on our financial condition or results of operations.
Current and future redevelopment or real estate property acquisitions may not yield expected returns.
We are involved in several redevelopment projects and may invest in additional redevelopment projects and property acquisitions in the future. Redevelopment and property
acquisitions are subject to a number of risks, including:
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(1) abandonment of redevelopment or acquisition activities after expending resources to determine feasibility; (2) construction and/or lease­up delays; (3) cost overruns, including
construction costs that exceed original estimates; (4) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (5) inability to operate
successfully in new markets where new properties are located; (6) inability to successfully integrate new properties into existing operations; (7) difficulty obtaining financing on
acceptable terms or paying operating expenses and debt service costs associated with redevelopment properties prior to sufficient occupancy; (8) delays or failures to obtain
necessary zoning, occupancy, land use and other governmental permits; (9) exposure to fluctuations in the general economy due to the significant time lag between
commencement and completion of redevelopment projects; and (10) changes in zoning and land use laws. If any of these events occur, overall project costs may significantly
exceed initial cost estimates, which could result in reduced returns from such investments that are lower than we expected or losses from such investments. In addition, we may
not have sufficient liquidity to fund such projects, and delays in the completion of a redevelopment project may provide various tenants the right to withdraw from a property.
An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.
We carry comprehensive liability, fire, extended coverage, rental loss and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar
properties. There are, however, certain types of losses, such as from hurricanes, tornadoes, floods, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring
against such losses may not be economically justifiable. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to
persons or damage to personal or real property, on the premises, due to activities conducted by tenants or their agents on the properties (including without limitation any
environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies.
However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged
properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Should a loss occur that is
uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an
insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our
operating results and financial condition.
Environmental conditions that exist at some of our properties could result in significant unexpected costs.
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under
various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of
hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances
released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including
governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or
toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on­site dry cleaners and/or on­site gasoline retailing
facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be
substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow
using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and
trichloroethylene (associated with the operations of on­site dry cleaners) and petroleum hydrocarbons (associated with the operations of on­site gasoline retailing facilities). There
may also be asbestos­containing materials at some of our properties. While we do not expect the environmental conditions at our properties, considered as a whole, to have a
material adverse effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or
will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.
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Further information relating to recognition of remediation obligation in accordance with GAAP is provided in the consolidated financial statements and notes thereto included in
this report.
Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that adversely affect our cash flows.
All of the properties in our portfolio are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public
accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could
require removal of access barriers, and non­compliance could result in imposition of fines by the United States government or an award of damages to private litigants, or both. We
are undertaking an assessment of all of our properties to determine our compliance with the current requirements of the ADA. While the tenants to whom our properties are leased
are obligated by law to comply with ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve
greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely
affected. Furthermore, we may not be able to pass on to our tenants any costs necessary to remediate ADA issues in common areas of our properties. As a result, we could be
required to expend funds to comply with the provisions of the ADA, which could adversely affect our results of operations and financial condition. In addition, we are required to
operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies
and become applicable to the properties. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate the
properties subject to, those requirements. The resulting expenditures and restrictions could have a material adverse effect on our ability to meet our financial obligations.
Our real estate assets may be subject to impairment charges.
On a periodic basis, we assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property’s value is considered to
be impaired only if the estimated aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the
property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If
we are evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flows considers the most likely course of action at the balance sheet date
based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the
value of our real estate assets and other investments. These assessments may have a direct impact on our earnings because recording an impairment charge results in an immediate
negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment
could have a material adverse effect on our results of operations in the period in which the charge is taken.
We face and our tenants face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.
We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These
could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very
sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change
events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will
be successful in preventing a cyber attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack
could disrupt and affect the business operations, damage our reputation, and result in significant remediation costs. Similarly, our tenants rely extensively on computer systems to
process transactions and manage their business and thus their businesses are also at risk from and may be impacted by cybersecurity attacks. An interruption in the business
operations of our tenants or in their reputation resulting from a cybersecurity attack could indirectly impact our business operations. As of December 31, 2015 we have not had
any material incidences involving cybersecurity attacks.
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We are highly dependent upon senior management, and failure to attract and retain key members of senior management could have a material adverse effect on us.
We are highly dependent on the performance and continued efforts of the senior management team. Our future success is dependent on our ability to continue to attract and retain
qualified executive officers and senior management. Any inability to manage our operations effectively could have a material adverse effect on our business, financial condition,
results of operations, cash flow, capital resources and liquidity.
We face competition in pursuing acquisition opportunities that could increase our costs.
We continue to evaluate the market for available properties and may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on
favorable terms and successfully operate or re­develop them is subject to a number of risks. We may be unable to acquire a desired property because of competition from other real
estate investors with substantial capital, including from other REITs and institutional investment funds. Even if we are able to acquire a desired property, competition from other
potential acquirers may significantly increase the purchase price.
Risks Related to Our Organization and Structure
Blackstone owns a significant percentage of our stock and has the ability to exercise influence over us.
Blackstone beneficially owns shares of our common stock providing them with an aggregate 36.1% of the total voting power of Brixmor Property Group Inc. as of December 31,
2015. Under our bylaws and our stockholders’ agreement with Blackstone and its affiliates, while Blackstone retains certain ownership percentages of us, we will agree to
nominate to our board a certain number of individuals designated by Blackstone, whom we refer to as the “Blackstone Directors.” Accordingly, for so long as Blackstone
continues to own a significant percentage of our stock, Blackstone will be able to influence the composition of our board of directors, the approval of actions requiring
stockholder approval, our business plans and policies and the appointment and removal of our executive officers. Some of these actions could cause or prevent a change of
control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership
could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our
common stock.
BPG’s board of directors may approve the issuance of stock, including preferred stock, with terms that may discourage a third party from acquiring us.
BPG’s charter permits its board of directors to authorize the issuance of stock in one or more classes or series. Our board of directors may also classify or reclassify any unissued
stock and establish the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and
conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus, BPG’s board of directors could authorize the issuance of shares of a
class or series of stock with terms and conditions which could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of BPG’s
outstanding common stock might receive a premium for their shares over the then current market price of our common stock.
Certain provisions in the organizational documents of the partnership agreement for the Operating Partnership may delay or prevent unsolicited acquisitions of us.
Provisions in the organizational documents of the partnership agreement for the Operating Partnership may delay, defer or prevent a transaction or a change of control that might
involve a premium price for BPG’s common stock. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of
our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:
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redemption or exchange rights of qualifying parties;
transfer restrictions on the OP Units held directly or indirectly by BPG;
our inability in some cases to amend the charter documents of the partnership agreement of the Operating Partnership without the consent of the holders of the
Outstanding OP Units;
the right of the holders of the Outstanding OP Units to consent to mergers involving us under specified circumstances; and
the right of the holders of the Outstanding OP Units to consent to transfers of the general partnership interest.
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Any potential change of control transaction may be further limited as a result of provisions of the partnership unit designation for the OP Units, which require us to preserve the
rights of OP Unit holders and may restrict us from amending the partnership agreement of our Operating Partnership in a manner that would have an adverse effect on the rights of
Blackstone or other OP Unit holders.
BPG’s bylaws generally may be amended only by its board of directors, which could limit your control of certain aspects of BPG’s corporate governance.
BPG’s board of directors has the sole power to amend BPG’s bylaws, except that, so long as the stockholders’ agreement remains in effect, certain amendments to BPG’s bylaws
will require the consent of Blackstone and amendments to BPG’s bylaws that would allow BPG’s board of directors to repeal its exemption of any transaction between BPG and
any other person from the “business combination” provisions of the Maryland General Corporation Law (the “MGCL”) or the exemption of any acquisition of BPG’s stock from
the “control share” provisions of the MGCL must be approved by BPG’s stockholders. Thus, BPG’s board may amend the bylaws in a way that may be detrimental to your
interests.
BPG’s board of directors may change significant corporate policies without stockholder approval.
BPG’s investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be
determined by BPG’s board of directors. These policies may be amended or revised at any time and from time to time at the discretion of BPG’s board of directors without a vote of
our stockholders. BPG’s charter also provides that BPG’s board of directors may revoke or otherwise terminate our REIT election without approval of BPG’s stockholders, if it
determines that it is no longer in BPG’s best interests to attempt to qualify, or to continue to qualify, as a REIT. In addition, BPG’s board of directors may change BPG’s policies
with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies or the termination of BPG’s REIT
election could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of BPG’s common stock and our ability to
satisfy our debt service obligations and to pay dividends to BPG’s stockholders.
BPG’s rights and the rights of BPG’s stockholders to take action against BPG’s directors and officers are limited.
BPG’s charter eliminates the liability of BPG’s directors and officers to us and BPG’s stockholders for money damages to the maximum extent permitted under Maryland law.
Under current Maryland law and BPG’s charter, BPG’s directors and officers do not have any liability to BPG or BPG’s stockholders for money damages other than liability
resulting from:
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actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.
BPG’s charter authorizes BPG and BPG’s bylaws require BPG to indemnify each of BPG’s directors or officers who is or is threatened to be made a party to or witness in a
proceeding by reason of his or her service in those or certain other capacities, to the maximum extent permitted by Maryland law, from and against any claim or liability to which
such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of BPG. In addition, BPG may be obligated
to pay or reimburse the expenses incurred by BPG’s present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to
indemnification. As a result, BPG and BPG’s stockholders may have more limited rights to recover money damages from BPG’s directors and officers than might otherwise exist
absent these provisions in BPG’s charter and bylaws or that might exist with other companies, which could limit your recourse in the event of actions that are not in BPG’s best
interests.
BPG’s charter contains a provision that expressly permits Blackstone and BPG’s non­employee directors to compete with us.
Blackstone may compete with us for investments in properties and for tenants. There is no assurance that any conflicts of interest created by such competition will be resolved in
our favor. Moreover, Blackstone is in the business of making investments in companies and acquires and holds interests in businesses that compete directly or indirectly with us.
BPG’s charter provides that, to the maximum extent permitted from time to time by Maryland law, BPG renounce any interest or expectancy that BPG has in, or any right to be
offered an opportunity to
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participate in, any business opportunities that are from time to time presented to or developed by BPG’s directors or their affiliates, other than to those directors who are employed
by BPG or BPG’s subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director, and none of Blackstone or
any of its affiliates, or any director who is not employed by BPG or any of his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same
business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage or to refrain from otherwise competing with us or our
affiliates. Blackstone also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available
to us.
BPG’s charter provides that, to the maximum extent permitted from time to time by Maryland law, Blackstone and each of BPG’s non­employee directors (including those
designated by Blackstone), and any of their affiliates, may:
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acquire, hold and dispose of shares of BPG’s stock or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of
Brixmor Property Group Inc. or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not BPG’s director or
stockholder; and
in his, her or its personal capacity or in his, her or its capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of
any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business
opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in
mortgages, real property or persons engaged in the real estate business.
BPG’s charter also provides that, to the maximum extent permitted from time to time by Maryland law, in the event that Blackstone, any non­employee director, or any of their
respective affiliates, acquires knowledge of a potential transaction or other business opportunity, such person will have no duty to communicate or offer such transaction or
business opportunity to us or any of our affiliates and may take any such opportunity for itself, himself or herself or offer it to another person or entity unless the business
opportunity is expressly offered to such person in his or her capacity as our director. These provisions may limit our ability to pursue business or investment opportunities that we
might otherwise have had the opportunity to pursue, which could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading
price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.
Conflicts of interest could arise in the future between the interests of BPG’s stockholders and the interests of holders of OP Units.
Because BPG controls the general partner of the Operating Partnership, BPG has fiduciary duties to the other limited partners in the operating partnership, the discharge of which
may conflict with the interests of BPG’s stockholders. The limited partners of the Operating Partnership have agreed that, in the event of a conflict between the duties owed by
BPG’s directors to BPG and, in BPG’s capacity as the controlling stockholder of the sole member of the general partner of the Operating Partnership, the fiduciary duties owed by
the general partner of the Operating Partnership to such limited partners, BPG is under no obligation to give priority to the interests of such limited partners. However, those
persons holding OP Units will have the right to vote on certain amendments to the operating partnership agreement (which require approval by a majority in interest of the limited
partners, including BPG Sub) and individually to approve certain amendments that would adversely affect their rights. These voting rights may be exercised in a manner that
conflicts with the interests of BPG’s stockholders. For example, BPG is unable to modify the rights of limited partners to receive distributions as set forth in the operating
partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of BPG’s stockholders.
Risks Related to our REIT Status and Certain Other Tax Items
If BPG does not maintain its qualification as a REIT, it will be subject to tax as a regular corporation and could face a substantial tax liability.
BPG expects to continue to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code
provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, BPG could fail to
meet various compliance requirements, which could jeopardize its REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance
potentially with retroactive effect, could
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make it more difficult or impossible for BPG to qualify as a REIT. If BPG fails to qualify as a REIT in any tax year, then:
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BPG would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in
computing taxable income and being subject to federal income tax on its taxable income at regular corporate income tax rates;
any resulting tax liability could be substantial and could have a material adverse effect on BPG’s book value;
unless BPG were entitled to relief under applicable statutory provisions, BPG would be required to pay taxes, and thus, BPG’s cash available for distribution to
stockholders would be reduced for each of the years during which BPG did not qualify as a REIT and for which BPG had taxable income; and
BPG generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.
REITs, in certain circumstances, may incur tax liabilities that would reduce BPG’s cash available for distribution to you.
Even if BPG qualifies and maintains its status as a REIT, BPG may be subject to U.S. federal income taxes and related state and local taxes. For example, net income from the sale
of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. BPG may not make sufficient distributions to
avoid excise taxes applicable to REITs. Similarly, if BPG were to fail an income test (and did not lose its REIT status because such failure was due to reasonable cause and not
willful neglect) BPG would be subject to tax on the income that does not meet the income test requirements. BPG also may decide to retain net capital gain BPG earns from the
sale or other disposition of BPG’s investments and pay income tax directly on such income. In that event, BPG’s stockholders would be treated as if they earned that income and
paid the tax on it directly. However, stockholders that are tax­exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax
liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. BPG also may be subject to state and local taxes on its income or property,
including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which BPG indirectly own its assets, such as
BPG’s taxable REIT subsidiaries (“TRS”), which are subject to full U.S. federal, state, local and foreign corporate­level income taxes. Any taxes BPG pays directly or indirectly
will reduce BPG’s cash available for distribution to you.
Complying with REIT requirements may cause BPG to forego otherwise attractive opportunities and limit its expansion opportunities.
In order to qualify as a REIT for U.S. federal income tax purposes, BPG must continually satisfy tests concerning, among other things, BPG’s sources of income, the nature of its
investments in commercial real estate and related assets, the amounts BPG distributes to its stockholders and the ownership of BPG’s stock. BPG may also be required to make
distributions to stockholders at disadvantageous times or when BPG does not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder
BPG’s ability to operate solely on the basis of maximizing profits.
Complying with REIT requirements may force BPG to liquidate or restructure otherwise attractive investments.
In order to qualify as a REIT, BPG must also ensure that at the end of each calendar quarter, at least 75% of the value of its assets consists of cash, cash items, government securities
and qualified REIT real estate assets. The remainder of BPG’s investments in securities cannot include more than 10% of the outstanding voting securities of any one issuer or
10% of the total value of the outstanding securities of any one issuer unless BPG and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the
Code. The total value of all of BPG’s investments in taxable REIT subsidiaries cannot exceed 25% (20% effective for taxable years beginning after December 31, 2017) of the
value of BPG’s total assets. In addition, no more than 5% of the value of BPG’s assets can consist of the securities of any one issuer other than a taxable REIT subsidiary. If BPG
fails to comply with these requirements, BPG must dispose of a portion of its assets within 30 days after the end of the calendar quarter in order to avoid losing its REIT status and
suffering adverse tax consequences.
Complying with REIT requirements may limit BPG’s ability to hedge effectively and may cause BPG to incur tax liabilities.
The REIT provisions of the Code substantially limit BPG’s ability to hedge its liabilities. Any income from a hedging transaction BPG enters into to manage risk of interest rate
changes with respect to borrowings made or to be
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made to acquire or carry real estate assets, if clearly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross
income tests that BPG must satisfy in order to maintain its qualification as a REIT. To the extent that BPG enters into other types of hedging transactions, the income from those
transactions is likely to be treated as non­qualifying income for purposes of both of the gross income tests. As a result of these rules, BPG intends to limit its use of advantageous
hedging techniques or implement those hedges through a domestic TRS. This could increase the cost of BPG’s hedging activities because its TRS would be subject to tax on
gains or expose itself to greater risks associated with changes in interest rates than BPG would otherwise want to bear. In addition, losses in BPG’s TRS will generally not provide
any tax benefit, except for being carried forward against future taxable income in the TRS.
Complying with REIT requirements may force BPG to borrow to make distributions to stockholders.
From time to time, BPG’s taxable income may be greater than its cash flow available for distribution to stockholders. If BPG does not have other funds available in these
situations, BPG may be unable to distribute substantially all of its taxable income as required by the REIT provisions of the Code. Thus, BPG could be required to borrow funds,
sell a portion of its assets at disadvantageous prices or find another alternative. These options could increase BPG’s costs or reduce its equity.
BPG’s charter does not permit any person to own more than 9.8% of BPG’s outstanding common stock or of BPG’s outstanding stock of all classes or series, and attempts to
acquire BPG’s common stock or BPG’s stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by BPG’s
board of directors.
For BPG to qualify as a REIT under the Code, not more than 50% of the value of BPG’s outstanding stock may be owned directly or indirectly, by five or fewer individuals
(including certain entities treated as individuals for this purpose) during the last half of a taxable year. For the purpose of assisting BPG’s qualification as a REIT for federal
income tax purposes, among other purposes, BPG’s charter prohibits beneficial or constructive ownership by any person of more than a certain percentage, currently 9.8%, in
value or by number of shares, whichever is more restrictive, of the outstanding shares of BPG’s common stock or 9.8% in value of the outstanding shares of BPG’s stock, which
BPG refers to as the “ownership limit.” The constructive ownership rules under the Code and BPG’s charter are complex and may cause shares of the outstanding common stock
owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.8% of BPG’s outstanding common stock or
BPG’s stock by a person could cause a person to own constructively in excess of 9.8% of BPG’s outstanding common stock or BPG’s stock, respectively, and thus violate the
ownership limit. There can be no assurance that BPG’s board of directors, as permitted in the charter, will not decrease this ownership limit in the future. Any attempt to own or
transfer shares of BPG’s stock in excess of the ownership limit without the consent of BPG’s board of directors will result either in the shares in excess of the limit being
transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares will not have any rights in such excess shares, or in the
transfer being void.
The ownership limit may have the effect of precluding a change in control of BPG by a third party, even if such change in control would be in the best interests of BPG’s
stockholders or would result in receipt of a premium to the price of BPG’s stock (and even if such change in control would not reasonably jeopardize BPG’s REIT status). The
exemptions to the ownership limit granted to date may limit BPG’s board of directors’ power to increase the ownership limit or grant further exemptions in the future.
Failure to qualify as a domestically­controlled REIT could subject BPG’s non­U.S. stockholders to adverse federal income tax consequences.
BPG will be a domestically­controlled REIT if, at all times during a specified testing period, less than 50% in value of its shares are held directly or indirectly by non­U.S.
stockholders. Because its shares are publicly traded, BPG cannot guarantee that it will, in fact, be a domestically­controlled REIT. If BPG fails to qualify as a domestically­
controlled REIT, its non­U.S. stockholders that otherwise would not be subject to federal income tax on the gain attributable to a sale of BPG’s shares would be subject to
taxation upon such a sale if either (a) the shares were not considered to be “regularly traded” under applicable Treasury regulations on an established securities market, such as the
NYSE, or (b) the shares were considered to be “regularly traded” on an established securities market and the selling non­U.S. stockholder owned, actually or constructively, more
than 5% (10% on or after December 18, 2015) in value of the outstanding shares at any time during specified testing periods. If gain on the sale or exchange of BPG’s shares was
subject to taxation for these reasons, the non­U.S. stockholder would be subject to federal income tax with respect to any gain on a net basis in a manner similar to the taxation of
a taxable U.S. stockholder, subject
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to any applicable alternative minimum tax and special alternative minimum tax in the case of nonresident alien individuals, and corporate non­U.S. stockholders may be subject
to an additional branch profits tax.
BPG may choose to make distributions in BPG’s own stock, in which case you may be required to pay income taxes without receiving any cash dividends.
In connection with BPG’s qualification as a REIT, BPG is required to annually distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net
income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this
requirement, BPG may make distributions that are payable in cash and/or shares of BPG’s stock (which could account for up to 90% of the aggregate amount of such distributions)
at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend
income to the extent of BPG’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to
pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. stockholders receiving a distribution of BPG’s
shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to
satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less
than the amount it must include in income with respect to the distribution, depending on the market price of BPG’s stock at the time of the sale. Furthermore, with respect to
certain non­U.S. stockholders, BPG may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is
payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax
imposed. In addition, if a significant number of BPG’s stockholders determine to sell shares of BPG’s stock in order to pay taxes owed on dividend income, such sale may put
downward pressure on the market price of BPG’s stock.
Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the Internal Revenue Service (“IRS”). No assurance can be given
that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such
taxable cash/stock distributions have not been met.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to qualified dividend income payable to certain non­corporate U.S. stockholders has been reduced by legislation to 23.8% (taking into account
the 3.8% Medicare tax applicable to net investment income). Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although this legislation
does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause certain
non­corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non­REIT corporations that pay dividends, which could
adversely affect the value of the shares of REITs, including BPG’s stock.
BPG depends on external sources of capital to finance its growth.
As with other REITs, but unlike corporations generally, BPG’s ability to finance its growth must largely be funded by external sources of capital because BPG generally will have
to distribute to its stockholders 90% of its taxable income (determined without regard to the deduction for dividends paid and excluding net capital gain) in order to qualify as a
REIT, including taxable income where BPG does not receive corresponding cash. BPG’s access to external capital depends upon a number of factors, including general market
conditions, the market’s perception of BPG’s growth potential, BPG’s current and potential future earnings, cash distributions and the market price of BPG’s stock.
BPG may be subject to adverse legislative or regulatory tax changes that could increase BPG’s tax liability, reduce BPG’s operating flexibility and reduce the price of BPG’s
stock.
In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an
investment in shares of BPG’s stock. Additional changes to the tax laws are likely to continue to occur, and BPG cannot assure you that any such changes will not adversely affect
the taxation of a stockholder. Any such changes could have an adverse effect on an investment in BPG’s shares or on the market value or the resale potential of BPG’s assets. You
are urged to consult with your tax advisor with respect to the impact of recent legislation (including the Protecting Americans from Tax Hikes Act of
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2015, which was enacted on December 18, 2015) on your investment in BPG’s shares and the status of legislative, regulatory or administrative developments and proposals and
their potential effect on an investment in BPG’s shares. Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible
that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated
for U.S. federal income tax purposes as a corporation. As a result, BPG’s charter provides BPG’s board of directors with the power, under certain circumstances, to revoke or
otherwise terminate BPG’s REIT election and cause BPG to be taxed as a regular corporation, without the approval of BPG’s stockholders.
Liquidation of assets may jeopardize BPG’s REIT qualification.
To qualify as a REIT, BPG must comply with requirements regarding its assets and its sources of income. If BPG was compelled to liquidate its investments to repay obligations to
its lenders, BPG may be unable to comply with these requirements, ultimately jeopardizing BPG’s qualification as a REIT, or BPG may be subject to a 100% tax on any resultant
gain if BPG sells assets that are treated as dealer property or inventory.
BPG’s ownership of and relationship with any TRS is restricted, and a failure to comply with the restrictions would jeopardize BPG’s REIT status and may result in the
application of a 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the
subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value
of the stock will automatically be treated as a TRS. Overall, no more than 25% (20% effective for taxable years beginning after December 31, 2017) of the value of a REIT’s assets
may consist of stock or securities of one or more TRSs. The value of BPG’s interests in and thus the amount of assets held in a TRS may also be restricted by BPG’s need to qualify
for an exclusion from regulation as an investment company under the Investment Company Act. A TRS will pay federal, state and local income tax at regular corporate rates on
any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate
level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s­length basis.
Any TRS BPG owns, as a domestic TRS, will pay federal, state and local income tax on its taxable income, and its after­tax net income is available for distribution to BPG but is
not required to be distributed to BPG. The aggregate value of the TRS stock and securities owned by BPG cannot exceed 25% (20% effective for taxable years beginning after
December 31, 2017) of the value of BPG’s total assets (including the TRS stock and securities). Although BPG’s plan to monitor its investments in TRSs, there can be no
assurance that BPG will be able to comply with the TRS limitation discussed above or to avoid application of the 100% excise tax discussed above.
Risks Related to Ownership of BPG’s Common Stock
The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we assure you of our ability to make distributions in the
future. We may use borrowed funds to make distributions.
If cash available for distribution generated by our assets decreases in future periods from expected levels, our inability to make expected distributions could result in a decrease in
the market price of BPG’s common stock. See “Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” All
distributions will be made at the discretion of BPG’s board of directors and will depend on our earnings, our financial condition, maintenance of BPG’s REIT qualification and
other factors as BPG’s board of directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may
include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be
considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of
reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the
sale or exchange of such stock. If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from
what they otherwise would have been.
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If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding BPG’s common stock, BPG’s
share price and trading volume could decline.
The trading market for BPG’s shares is influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover
us downgrades BPG’s common stock or publishes inaccurate or unfavorable research about our business, BPG’s share price may decline. If analysts cease coverage of us or fail to
regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause BPG’s common stock price or trading volume to decline and BPG’s
shares to be less liquid. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire additional properties or other
businesses by using BPG’s shares as consideration, which in turn could materially adversely affect our business. In addition, the stock market in general, and the NYSE and REITs
in particular, have recently experienced extreme price and volume fluctuations. These broad market and industry factors may decrease the market price of BPG’s shares, regardless
of our actual operating performance. For these reasons, among others, the market price of BPG’s shares may decline substantially and quickly.
BPG’s share price may decline due to the large number of BPG’s shares eligible for future sale.
The market price of BPG’s common stock could decline as a result of sales of a large number of shares of BPG’s common stock in the market or the perception that such sales could
occur. These sales, or the possibility that these sales may occur, also might make it more difficult for BPG to sell shares of BPG’s common stock in the future at a time and at a price
that we deem appropriate. BPG had a total of 299,153,127 shares of common stock outstanding as of February 1, 2016.
As of February 1, 2016, 108,053,553 shares of BPG’s outstanding common stock were held by Blackstone. In accordance with the registration rights agreement we entered into
with Blackstone, BPG has filed an effective registration statement on Form S­3 under the Securities Act pursuant to which Blackstone may offer and sell from time to time shares
of BPG’s common stock held by Blackstone, including shares received upon redemption of OP Units. These shares are also eligible for sale in the public market in accordance
with and subject to the limitation on sales by affiliates as provided in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). As of February 1, 2016,
5,213,088 OP Units were held by Blackstone (4,976,248) and our current and former executive officers (236,840). The OP Unit holders have the right to require the Operating
Partnership to redeem part or all of the OP Units for cash, based upon the value of an equivalent number of shares of BPG’s common stock at the time of the election to redeem, or,
at our election, exchange them for an equivalent number of shares of BPG’s common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth
in BPG’s charter. These exchanges, or the possibility that these exchanges may occur, also might make it more difficult for holders of our common stock to sell such stock in the
future at a time and at a price that they deem appropriate.
BPG filed a registration statement on Form S­8 under the Securities Act to register 15,000,000 shares of BPG’s common stock or securities convertible into or exchangeable for
shares of BPG’s common stock that may be issued pursuant to BPG’s 2013 Omnibus Incentive Plan. Such Form S­8 registration statement automatically became effective upon
filing. Accordingly, shares registered under such registration statement will be available for sale in the open market.
BPG’s charter provides that BPG may issue up to 3,000,000,000 shares of common stock, and 300,000,000 shares of preferred stock, $0.01 par value per share. Moreover, under
Maryland law and BPG’s charter, BPG’s board of directors has the power to increase the aggregate number of shares of stock or the number of shares of stock of any class or series
that BPG is authorized to issue without stockholder approval. Similarly, the agreement of limited partnership of the Operating Partnership authorizes us to issue an unlimited
number of additional OP Units of the Operating Partnership, which may be exchangeable for shares of BPG’s common stock.
The market price of BPG’s common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of cash dividends.
Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could
reduce the market price of shares without regard to our operating performance. For example, the trading prices of equity securities issued by REITs have historically been affected
by changes in market interest rates. One of the factors that may influence the market price of BPG’s common stock is the annual yield from distributions on our common stock as
compared to yields on other financial instruments. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares
of BPG’s common stock to demand a higher distribution rate or seek alternative
­ 24 ­
investments. As a result, if interest rates rise, it is likely that the market price of BPG’s common stock will decrease as market rates on interest­bearing securities increase. In
addition, BPG’s operating results could be below the expectations of public market analysts and investors, and in response the market price of BPG’s shares could decrease
significantly. The market value of the equity securities of a REIT is also based upon the market’s perception of the REIT’s growth potential and its current and potential future
cash distributions, whether from operations, sales or refinancings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, BPG’s
common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital
reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of BPG’s common stock.
Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of BPG’s common stock and, in
such instances, you may be unable to resell your shares at a price that is in excess of your investment in the shares.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our Portfolio at December 31, 2015 consisted of 518 shopping centers, including 517 wholly owned shopping centers and one shopping center held through an unconsolidated
joint venture. 65.3% of the ABR in our Portfolio as of December 31, 2015 is derived from shopping centers located in the top 50 U.S. MSAs by population. Our top markets by
ABR include the MSAs of New York, Philadelphia and Houston.
With an average shopping center size of approximately 167,212 sq. ft. as of December 31, 2015, our Portfolio is comprised predominantly of community shopping centers (63% of
our shopping centers) as of December 31, 2015, with the balance comprised of neighborhood shopping centers. Our shopping centers have an appropriate mix of anchor and small
shop GLA, with approximately one­third of the portfolio GLA comprised of small shop space. Our shopping centers are anchored by a mix of leading grocers, national and
regional discount and general merchandise retailers and category­dominant anchors. We believe that the necessity­ and value­oriented merchandise mix of the retail tenants in our
centers reduces our exposure to macro­economic cycles and consumer purchases via the internet, generating more predictable property­level cash flows. Such retailers provide
goods and services that consumers purchase regularly such as food, health care items and household supplies. Such retailers also sell items such as clothing at lower prices than
other traditional retailers.
Overall, in our Portfolio we have a broad and highly diversified retail tenant base that includes approximately 5,500 tenants, with no one tenant representing more than 3.4% of
the total ABR generated from our shopping centers as of December 31, 2015. Our three largest tenants are The Kroger Co., The TJX Companies and Dollar Tree Stores, Inc.,
representing 3.4%, 3.1% and 1.9% of total Portfolio ABR as of December 31, 2015, respectively.
­ 25 ­
The following chart lists our top 20 tenants by ABR (owned only) in our Portfolio as of December 31, 2015, illustrating the diversity of our tenant base (dollars in thousands):
Retailer
The Kroger Co.
The TJX Companies, Inc.
Dollar Tree Stores, Inc.
Wal­Mart Stores, Inc.
Publix Super Markets, Inc.
Ahold USA, Inc.
Albertsons Companies, Inc.
Burlington Stores, Inc.
PetSmart, Inc.
Bed Bath & Beyond Inc.
Sears Holdings Corporation
Ross Stores, Inc.
Best Buy Co., Inc.
Office Depot, Inc.
Big Lots, Inc.
Staples, Inc.
Kohl's Corporation
Party City Corporation
PETCO Animal Supplies, Inc.
DICK'S Sporting Goods, Inc.
TOP 20 RETAILERS
Owned Leases
71
91
168
29
39
22
22
19
30
30
23
30
16
35
44
29
12
36
35
13
794
GLA
4,583,904
2,907,531
1,869,080
3,548,000
1,801,416
1,314,212
1,225,287
1,389,971
652,714
737,711
2,135,926
844,474
660,392
787,551
1,417,743
612,831
1,002,715
505,174
465,435
542,121
29,004,188
­ 26 ­
Percent of
Portfolio GLA
5.3%
3.4%
2.2%
4.1%
2.1%
1.5%
1.4%
1.6%
0.8%
0.9%
2.5%
1.0%
0.8%
0.9%
1.6%
0.7%
1.2%
0.6%
0.5%
0.6%
33.7%
ABR
$
$
Percent of
Portfolio ABR
31,810
3.4%
29,663
3.1%
18,297
1.9%
16,911
1.8%
16,659
1.8%
14,755
1.6%
13,547
1.4%
10,583
1.1%
9,303
1.0%
9,248
1.0%
9,201
1.0%
9,104
1.0%
8,832
0.9%
8,579
0.9%
8,516
0.9%
7,620
0.8%
7,330
0.8%
7,248
0.8%
7,215
0.8%
6,948
0.7%
251,369
26.7%
The following table sets forth certain information as of December 31, 2015, regarding the shopping centers in our Portfolio on a state­by­state basis (dollars in thousands, expect
per square foot information):
State
1 Texas
2 Florida
3 California
4 Pennsylvania
5 New York
6 Illinois
7 Georgia
8 Ohio
9 New Jersey
10 North Carolina
11 Michigan
12 Connecticut
13 Tennessee
14 Kentucky
15 Massachusetts
16 Colorado
17 Minnesota
18 Indiana
19 Virginia
20 South Carolina
21 Maryland
22 Nevada
23 New Hampshire
24 Alabama
25 Wisconsin
26 Missouri
27 Iowa
28 Mississippi
29 Louisiana
30 Kansas
31 Arizona
32 Delaware
33 West Virginia
34 Maine
35 Vermont
36 Oklahoma
37 Rhode Island
38 New Mexico
TOTAL
(1) Number of
Properties
66
58
29
36
33
24
37
24
18
21
19
15
16
12
11
6
10
12
11
8
5
3
5
4
5
6
4
3
4
2
2
1
2
1
1
1
1
2
518
GLA
9,546,631
9,013,977
5,776,931
5,952,138
4,340,537
4,851,372
5,264,566
4,526,015
3,084,514
4,325,767
3,700,324
2,260,429
3,238,621
2,583,516
1,885,703
1,478,898
1,474,437
1,963,426
1,446,496
1,362,344
776,427
613,061
770,330
984,573
760,890
862,861
721,937
406,316
612,368
367,779
288,110
191,974
251,500
287,513
224,514
186,851
148,126
83,800
86,615,572
Percent
Leased
92.0%
91.2%
97.6%
96.0%
91.6%
92.3%
89.9%
91.6%
94.4%
91.3%
92.3%
95.0%
94.7%
96.3%
94.0%
92.4%
92.1%
87.9%
84.2%
86.6%
100.0%
94.3%
90.4%
92.7%
90.2%
89.8%
90.0%
95.0%
96.0%
91.7%
77.3%
100.0%
97.2%
91.8%
98.2%
100.0%
99.2%
100.0%
92.6%
Percent
Billed
Percent of
Number of
Properties
90.4%
88.5%
95.4%
95.6%
89.9%
91.0%
88.4%
91.0%
93.3%
90.0%
91.3%
89.8%
92.9%
96.1%
93.2%
88.5%
91.4%
86.5%
83.5%
85.9%
98.2%
93.5%
84.0%
92.4%
89.9%
87.1%
89.1%
79.8%
95.1%
91.1%
62.2%
100.0%
96.9%
89.4%
98.2%
100.0%
99.2%
100.0%
91.0%
ABR
$
$
ABR/SF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold improvements.
­ 27 ­
105,293
104,328
91,001
68,267
64,126
51,999
45,960
42,685
42,363
40,714
32,422
30,815
29,938
21,714
21,298
18,272
15,605
15,428
13,677
13,095
9,915
8,274
7,851
7,369
7,032
6,488
4,157
3,892
3,702
2,890
2,638
2,336
2,012
1,917
1,906
1,765
1,556
967
945,667
ABR / SF $
$
(1)
12.84
13.14
17.19
14.41
16.79
12.59
9.93
11.92
15.48
10.90
11.75
15.41
10.22
9.31
15.31
13.43
12.22
9.74
11.85
11.34
12.83
14.39
14.35
10.00
10.25
8.51
6.45
10.21
6.30
11.11
11.85
12.17
8.23
20.08
8.64
9.45
10.59
11.54
12.76
12.7%
11.1%
5.5%
6.9%
6.4%
4.6%
7.1%
4.6%
3.5%
4.1%
3.7%
2.9%
3.1%
2.3%
2.1%
1.2%
1.9%
2.3%
2.1%
1.5%
1.0%
0.6%
1.0%
0.8%
1.0%
1.2%
0.8%
0.6%
0.8%
0.4%
0.4%
0.2%
0.4%
0.2%
0.2%
0.2%
0.2%
0.4%
100.0%
Percent
Percent
of GLA
of ABR
11.0%
11.1%
10.4%
11.0%
6.6%
9.6%
6.9%
7.2%
5.0%
6.8%
5.6%
5.5%
6.1%
4.9%
5.2%
4.5%
3.6%
4.5%
5.0%
4.3%
4.3%
3.4%
2.6%
3.3%
3.7%
3.2%
3.0%
2.3%
2.2%
2.3%
1.7%
2.0%
1.7%
1.7%
2.3%
1.6%
1.7%
1.4%
1.6%
1.4%
0.9%
1.0%
0.7%
0.9%
0.9%
0.8%
1.1%
0.8%
0.9%
0.7%
1.0%
0.7%
0.8%
0.4%
0.5%
0.4%
0.7%
0.4%
0.4%
0.3%
0.3%
0.3%
0.2%
0.2%
0.3%
0.2%
0.3%
0.2%
0.3%
0.2%
0.2%
0.2%
0.2%
0.2%
0.1%
0.1%
100.0%
100.0%
The following table sets forth certain information by unit size for our Portfolio as of December 31, 2015 (dollars in thousands):
Number of
Units
581
550
755
1,376
8,459
11,721
≥ 35,000 SF
20,000 – 34,999 SF
10,000 ­ 19,999 SF
5,000 ­ 9,999 SF
< 5,000 SF
TOTAL
GLA
36,150,924
14,468,974
10,274,377
9,464,551
16,256,746
86,615,572
Percent Leased
98.1%
95.6%
90.1%
86.3%
83.1%
92.6%
Percent of Vacant
GLA
Percent Billed
97.2%
93.7%
87.8%
84.3%
80.4%
91.0%
10.5%
10.1%
15.9%
20.4%
43.1%
100.0%
ABR
ABR/SF (1)
278,350
133,357
9.75
113,390
12.57
124,483
15.85
296,087
22.51
$
945,667
$
12.76
9.89
$
$
TOTAL ≥ 10,000 SF
1,886
60,894,275
96.2%
94.8%
36.5%
$
525,097
$
TOTAL < 10,000 SF
9,835
25,721,297
84.3%
81.9%
63.5%
420,570
(1) 9.16
20.02
ABR/SF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold improvements.
The following table sets forth, as of December 31, 2015, a schedule of lease expirations for leases in place within our Portfolio for each of the next ten calendar years and
thereafter, assuming no exercise of renewal options or base rent escalations over the lease term and including the GLA of lessee owned leasehold improvements (dollars in
thousands):
Month to Month
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025+
Number of
Leases
744
1,549
1,700
1,579
1,338
1,182
507
277
282
304
640
Leased GLA
2,352,602
7,923,535
10,999,208
10,122,010
10,342,317
10,806,589
6,082,581
3,665,345
3,768,107
3,411,327
10,770,456
Percent of
Leased GLA
Percent
of ABR
2.8%
9.9%
13.7%
12.6%
12.9%
13.5%
7.6%
4.6%
4.7%
4.3%
13.4%
ABR / SF
$
13.15
3.2%
12.12
10.1%
12.00
13.9%
12.47
13.4%
11.58
12.7%
11.15
12.7%
10.97
7.1%
11.00
4.3%
10.18
4.1%
12.66
4.6%
12.21
13.9%
We believe that all of the properties in our portfolio are suitable for use as a community or neighborhood shopping center.
More specific information with respect to each of our property interests is set forth in Exhibit 99.2, which is incorporated herein by reference.
Leases
Our anchor tenants generally have leases with original terms ranging from 10 to 20 years. Such leases frequently contain renewal options for one or more additional periods.
Smaller tenants typically have leases with terms ranging from three to five years, which may or may not contain renewal options. Leases in our portfolio generally provide for the
payment of fixed monthly rentals. Leases may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level.
Leases typically contain contractual increases in base rentals over both the primary terms and renewal periods. Our leases generally include tenant reimbursements for common
area costs, insurance and real estate taxes. Utilities are generally paid by tenants either through separate meters or reimbursement.
The foregoing general description of the characteristics of the leases of our portfolio is not intended to describe all leases, and material variations in the lease terms exist.
Insurance
We have a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the Company’s
properties. The Company formed Incap as part of its overall
­ 28 ­
risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program.
We also maintain commercial liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio. We select
coverage specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and the nature of the
shopping centers in our portfolio. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to
personal or real property due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the
tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. In the opinion of our management, all of the
properties in our portfolio are currently adequately insured. We do not carry insurance for generally uninsured losses such as loss from war. See “Risk Factors­Risks Related to Our
Properties and Our Business­Any uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue
in our portfolio.”
Item 3. Legal Proceedings
The information contained under the heading “Legal Matters” in Note 13 ­ Commitments and Contingencies to our consolidated financial statements in this report is incorporated
by reference into this Item 3.
Item 4. Mine Safety Disclosures
Not applicable.
­ 29 ­
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The following table sets forth for the years ended December 31, 2015 and 2014 the high and low sales prices for each quarter of BPG’s common stock, which trades on the New
York Stock Exchange under the trading symbol “BRX,” and the quarterly declared dividend per share of common stock for the years ended December 31, 2015 and 2014:
Stock Price
Period
High
2015:
First Quarter
$
27.43
Second Quarter
26.70
Third Quarter
Fourth Quarter
2014:
First Quarter
$
Low
Cash Dividends Declared
24.22
22.97
0.225
25.50
20.78
0.225
26.48
23.00
0.245
$
22.37
Second Quarter
23.23
Third Quarter
Fourth Quarter
$
0.225
20.05
20.44
0.200
24.10
22.04
0.200
25.95
21.82
0.225
$
$
0.200
As of February 1, 2016, the number of holders of record of BPG’s common stock was 179. This figure does not represent the actual number of beneficial owners of BPG’s common
stock because shares of BPG’s common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
The Internal Revenue Code of 1986, as amended (the “Code”), generally requires that a REIT distribute annually at least 90% of its REIT taxable income, determined without
regard to the deduction for dividends paid and excluding net capital gains, and imposes tax on any taxable income retained by a REIT, including capital gains. To satisfy the
requirements for qualification as a REIT and generally not be subject to U.S. federal income and excise tax, BPG intends to make regular quarterly distributions of all or
substantially all of BPG’s REIT taxable income to holders of BPG’s common stock out of assets legally available for such purposes.
BPG’s future distributions will be at the sole discretion of BPG’s board of directors. When determining the amount of future distributions, we expect that BPG’s board of directors
will consider, among other factors, (1) the amount of cash generated from our operating activities, (2) our expectations of future cash flows, (3) our determination of near­term cash
needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (4) the timing of significant redevelopment and re­leasing activities
and the establishment of additional cash reserves for anticipated tenant improvements and general property capital improvements, (5) our ability to continue to access additional
sources of capital, (6) the amount required to be distributed to maintain BPG’s status as a REIT and to reduce any income and excise taxes that BPG otherwise would be required
to pay, (7) any limitations on our distributions contained in our credit or other agreements, including, without limitation, in our Unsecured Credit Facility, and (8) the sufficiency
of legally­available assets.
To the extent BPG is prevented by provisions of our financing arrangements or otherwise from distributing 100% of BPG’s REIT taxable income or otherwise do not distribute
100% of BPG’s REIT taxable income, BPG will be subject to income tax, and potentially excise tax, on the retained amounts. If our operations do not generate sufficient cash
flow to allow BPG to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such
distributions. BPG’s board of directors reviews the alternative funding sources available to us from time to time. For more information regarding risk factors that could materially
adversely affect our actual results of operations, please see Item 1A. “Risk Factors.”
Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of shares of common stock of BPG Sub and no material operations
other than those conducted by BPG Sub, we fund any distributions from legally­available assets authorized by our board of directors in three steps:
­ 30 ­
•
•
•
first, the Operating Partnership makes distributions to those of its partners which are holders of OP Units, including BPG Sub. When the Operating Partnership makes such
distributions, in addition to BPG Sub and its wholly owned subsidiary, the other partners of the Operating Partnership are also entitled to receive equivalent distributions pro
rata based on their partnership interests in the Operating Partnership;
second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and
third, Brixmor Property Group Inc. distributes the amount authorized by its board of directors and declared by Brixmor Property Group Inc. to its common stockholders on a
pro rata basis.
Distributions to the extent of the Company’s current and accumulated earnings and profits for federal income tax purposes will be taxable to shareholders as with ordinary
dividend income or capital gain income. Distributions in excess of taxable earnings and profits generally will be treated as non­taxable return of capital. These distributions, to
the extent that they do not exceed the shareholder’s adjusted tax basis in its common shares, have the effect of deferring taxation until the sale of the shareholder’s common
shares. To the extent that distributions are both in excess of taxable earnings and profits and in excess of the shareholder’s adjusted tax basis in its common shares, the distribution
will be treated as capital gain from the sale of common shares. For the taxable year ended December 31, 2015, 100% of the Company’s distributions to shareholders constituted
taxable ordinary income.
BPG’s Total Stockholder Return Performance
The following performance chart compares, for the period from October 30, 2013 through December 31, 2015, the cumulative total stockholder return on BPG’s common stock
with the cumulative total return of the S&P 500 Index and the cumulative total return of the FTSE NAREIT Equity Shopping Centers Index. Equity real estate investment trusts
are defined as those which derive more than 75% of their income from equity investments in real estate assets. All stockholder return performance assumes the reinvestment of
dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed.
Sales of Unregistered Equity Securities
There were no unregistered sales of equity securities during the year ended December 31, 2015.
­ 31 ­
Issuer Purchases of Equity Securities
BPG did not repurchase any of its equity securities during the year ended December 31, 2015.
Item 6. Selected Financial Data
The following table shows our selected consolidated financial data for BPG and the Operating Partnership and their respective subsidiaries for the periods indicated. This
information should be read together with the audited financial statements and notes thereto of BPG and its subsidiaries and the Operating Partnership and its subsidiaries and with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.
The Successor period in the following table reflects our selected financial data for BPG and the Operating Partnership and their respective subsidiaries for the period following the
acquisition by Blackstone through the end of the 2015 fiscal year, and the Predecessor period in the following table reflects our selected financial data for BPG and the Operating
Partnership and their respective subsidiaries for the periods prior to the acquisition by Blackstone.
­ 32 ­
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Predecessor
(Combined
Consolidated)
Period from June
28, 2011 through
December 31,
Period from
January 1, 2011
through June 27,
2011
2011
Successor (Consolidated)
Year Ended December 31,
2015
Revenues
Rental income
$
Expense reimbursements
Other revenues
Total revenues
Operating expenses
Real estate taxes
Depreciation and amortization
Provision for doubtful accounts
Impairment of real estate assets
General and administrative
Total operating expenses
Other income (expense)
Gain on bargain purchase
Interest expense
Gain on sale of real estate assets and acquisition of joint venture interest
Gain (loss) on extinguishment of debt, net
Other (1)
Total other income (expense)
Income (loss) before equity in income of unconsolidated joint ventures
Equity in income (loss) of unconsolidated joint ventures
Gain on disposition of investments in unconsolidated joint ventures
Impairment of investment in unconsolidated joint ventures
Income (loss) from continuing operations
Discontinued operations
Gain on disposition of operating properties
Impairment of real estate held for sale
Income (loss) from discontinued operations
Net (income) loss attributable to non­controlling interests
276,032
5,400
1,265,980
$
129,477
180,911
417,935
9,540
1,005
98,454
837,322
960,715
268,035
7,849
1,236,599
—
(245,012)
11,744
1,720
(348)
(231,581)
129,148
179,504
441,630
11,537
—
80,175
841,994
197,077
459
—
—
197,536
602
—
(262,812)
—
—
—
197,536
(3,816)
(13,761)
(8,431)
(284,024)
110,581
370
1,820
—
112,771
—
887,466
242,803
16,135
1,146,404
116,522
168,468
438,547
10,899
1,531
121,082
857,049
15,171
—
20,080
851,311
225,710
11,233
1,088,254
832
—
(343,193)
2,223
(20,028)
(11,014)
(371,180)
(81,825)
1,167
—
—
(80,658)
118,876
155,142
488,524
11,542
—
88,936
863,020
3,392
(45,122)
(38,225)
429,178
112,355
114,828
5,331
7,588
546,864
535,161
1,138
—
(376,237)
501
—
(1,045)
(375,643)
(150,409)
687
—
(314)
(150,036)
5,369
(13,599)
(10,677)
64,381
77,455
76,744
283,653
168,644
8,465
10,360
—
—
49,874
57,363
478,887
377,492
641
815
328,826
—
(199,131)
(189,299)
—
—
917
—
(40,165)
(9,378)
91,088
(197,862)
159,065
(160)
(381)
—
—
—
—
158,905
(40,574)
(5,769)
2,091
—
—
—
(8,608)
(5,769)
(6,517)
132,851
(118,883)
(160,713)
153,136
(43,849)
25,349
38,146
(37,785)
(752)
89,002
(93,534)
(122,567)
115,351
(47,843)
(162)
(296)
—
Net income (loss) attributable to common stockholders
$
Per common share:
Income (loss) from continuing operations:
Preferred stock dividends
193,720
(150)
193,570
$
(150)
88,852
$
(93,696)
$
(122,863)
$
(137)
115,214
$
Basic
$
0.65
$
0.36
$
(0.33)
$
(0.64)
$
0.66
Diluted
$
0.65
$
0.36
$
(0.33)
$
(0.64)
$
0.66
Net income (loss) attributable to common stockholders:
Basic
$
0.65
$
0.36
$
(0.50)
$
(0.68)
$
(0.02)
Diluted
$
0.65
$
0.36
$
(0.50)
$
(0.68)
$
(0.02)
Weighted average shares:
Basic
298,004
243,390
188,993
180,675
180,675
Diluted
305,017
244,588
188,993
180,675
180,675
0.92
0.825
0.127
—
—
Cash dividends declared per common share
$
(40,193)
Net income (loss) attributable to Brixmor Property Group Inc.
412,745
59,440
(2,447)
$
3,505
$
4,909
$
378
$
2012
315
2013
Income (loss) from discontinued operations
Net income (loss)
984,548
Dividends and interest
Operating costs
2014
$
(1) Certain prior period balances have been reclassified to conform to the current period presentation including for acquisition related costs.
­ 33 ­
$
$
$
(47,091)
(47,843)
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SELECT BALANCE SHEET INFORMATION
(in thousands)
Balance Sheet Data as of the end of each year
Real estate, net
$
9,052,165
$
9,253,015
$
9,647,558
$
9,098,130
$
9,496,903
Total assets (1)
$
9,498,007
$
9,681,913
$
10,143,487
$
9,569,544
$
9,995,066
Debt obligations, net (1) (2)
$
5,974,266
$
6,022,508
$
5,952,860
$
6,465,171
$
6,657,349
Total liabilities (1)
$
6,577,705
$
6,701,610
$
6,837,500
$
7,271,723
$
7,516,077
Redeemable non­controlling interests
$
—
$
—
$
21,467
$
21,467
$
21,559
Total equity
$
2,920,302
$
2,980,303
$
3,284,520
$
2,276,354
$
2,457,430
Successor
2015
2014
2013
2012
2011
(1) Certain prior period balances in the accompanying Consolidated Balance Sheets have been reclassified to conform to the current period presentation for the adoption of Accounting Standards Update (“ASU”) 2015­03,“Interest ­
Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs.”
(2) Debt includes mortgage and secured loans, notes payable, and credit agreements, including unamortized premium or net of unamortized discount and unamortized debt issuance costs.
­ 34 ­
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Predecessor
(Combined
Consolidated)
Period from June
28, 2011 through
December 31,
Period from
January 1, 2011
through June 27,
2011
2011
Successor (Consolidated)
Year Ended December 31,
2015
Revenues
Rental income
$
Expense reimbursements
Other revenues
Total revenues
Operating expenses
2014
984,548
276,032
960,715
268,035
5,400
1,265,980
$
2013
887,466
242,803
7,849
1,236,599
$
2012
851,311
225,710
16,135
1,146,404
$
429,178
112,355
114,828
11,233
5,331
7,588
1,088,254
546,864
535,161
$
$
412,745
Operating costs
129,477
129,148
116,522
118,876
59,440
64,381
Real estate taxes
180,911
179,504
168,468
155,142
77,455
76,744
Depreciation and amortization
417,935
441,630
438,547
488,524
283,653
168,644
Provision for doubtful accounts
9,540
11,537
10,899
11,542
8,465
10,360
Impairment of real estate assets
1,005
—
1,531
—
—
—
98,454
80,175
121,078
88,931
49,874
57,363
837,322
841,994
857,045
863,015
478,887
377,492
General and administrative
Total operating expenses
Other income (expense)
Dividends and interest
315
Interest expense
Gain on sale of real estate assets and acquisition of joint venture interest
Gain (loss) on extinguishment of debt, net
Other (1)
Total other income (expense)
Income (loss) before equity in income of unconsolidated joint ventures
(245,012)
11,744
1,720
(348)
(231,581)
197,077
602
(262,812)
825
(343,193)
1,125
(376,237)
641
815
(199,131)
(189,299)
2,223
501
—
—
(13,761)
(20,028)
—
917
—
(8,431)
(11,005)
(513)
1,224
(9,378)
(284,024)
(371,178)
(375,124)
(196,349)
(197,862)
(149,885)
(128,372)
378
110,581
(81,819)
(40,193)
459
370
1,167
687
(160)
(381)
Gain on disposition of investments in unconsolidated joint ventures
—
1,820
—
—
—
—
Impairment of investment in unconsolidated joint ventures
—
—
—
(314)
—
—
197,536
112,771
(80,652)
(149,512)
(128,532)
(40,574)
Equity in income (loss) of unconsolidated joint ventures
Income (loss) from continuing operations
Discontinued operations
Income (loss) from discontinued operations
—
4,909
3,505
(2,447)
(5,769)
2,091
Gain on disposition of operating properties
—
15,171
3,392
5,369
—
—
Impairment on real estate held for sale
—
—
(45,122)
(13,599)
—
(8,608)
Income (loss) from discontinued operations
—
20,080
(38,225)
(10,677)
(5,769)
(6,517)
Net income (loss)
Net income attributable to non­controlling interests
Net income (loss) attributable to:
Series A interest
$
Net income (loss) attributable to Brixmor Operating Partnership LP
$
Partnership common units
197,536
—
197,536
$
132,851
(1,181)
131,670
—
197,536
197,536
$
$
(118,877)
(160,189)
(134,301)
(47,091)
(1,355)
(1,306)
(653)
(752)
$
(120,232)
$
(161,495)
$
(134,954)
$
(47,843)
21,014
110,656
131,670
$
$
3,451
(123,683)
(120,232)
$
$
—
(161,495)
(161,495)
$
$
—
(134,954)
(134,954)
$
(47,843)
Net income (loss) attributable to Brixmor Operating Partnership LP
$
Per common unit:
Income (loss) from continuing operations:
$
Basic
$
0.65
$
0.36
$
(0.33)
$
(0.63)
$
(0.54)
Diluted
$
0.65
$
0.36
$
(0.33)
$
(0.63)
$
(0.54)
Net income (loss) attributable to partnership common units:
Basic
$
0.65
$
0.36
$
(0.50)
$
(0.68)
$
(0.57)
Diluted
$
0.65
$
0.36
$
(0.50)
$
(0.68)
$
(0.57)
Weighted average number of partnership common units:
Basic
303,992
302,540
250,109
238,834
238,834
Diluted
305,017
303,738
250,109
238,834
238,834
(1) Certain prior period balances have been reclassified to conform to the current period presentation including for acquisition related costs.
­ 35 ­
—
(47,843)
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
SELECT BALANCE SHEET INFORMATION
(in thousands)
Balance Sheet Data as of the end of each year
Real estate, net
$
9,052,165
$
9,253,015
$
9,647,558
$
9,098,130
$
9,496,903
Total assets (1)
$
9,497,775
$
9,681,566
$
10,142,381
$
9,563,725
$
9,943,078
Debt obligations, net (1) (2)
$
5,974,266
$
6,022,508
$
5,952,860
$
6,465,171
$
6,657,349
Total liabilities (1)
$
6,577,705
$
6,701,610
$
6,837,490
$
7,271,721
$
7,515,937
Redeemable non­controlling interests
$
—
$
—
$
21,467
$
21,467
$
21,559
Total capital
$
2,920,070
$
2,979,956
$
3,283,424
$
2,270,537
$
2,405,582
Successor
2015
2014
2013
(unaudited)
2011
2012
(1) Certain prior period balances in the accompanying Consolidated Balance Sheets have been reclassified to conform to the current period presentation for the adoption of Accounting Standards Update (“ASU”) 2015­03,“Interest ­
Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs.”
(2) Debt includes mortgage and secured loans, notes payable, and credit agreements, including unamortized premium or net of unamortized discount and unamortized debt issuance costs.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage
relationships set forth in the Consolidated Statements of Operations and contained in the Consolidated Financial Statements and accompanying notes, including trends which
might appear, should not be taken as indicative of future operations.
Executive Summary
Our Company
Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) is an internally­managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and
subsidiaries (collectively, the “Operating Partnership”) is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG
owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner
of the Operating Partnership. Unless otherwise expressly stated or the context otherwise requires, “we,” “us,” and “our” as used herein refer to each of BPG and the Operating
Partnership, collectively. We operate the largest wholly­owned portfolio of grocery­anchored community and neighborhood shopping centers in the United States. Our high
quality national portfolio is diversified by geography, tenancy and retail format, and our shopping centers are primarily anchored by market­leading grocers. BPG has been
organized and operated in conformity with the requirements for qualification and taxation as a REIT under the United States federal income tax laws, commencing with our
taxable year ended December 31, 2011, and has maintained such requirements for our taxable year ended December 31, 2015, and expect to satisfy such requirements for
subsequent taxable years.
As of December 31, 2015, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 98.3% of the outstanding OP Units. Certain
investments funds affiliated with The Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) and certain members of our current and former management
collectively owned the remaining 1.7% of the outstanding OP Units. We use the term “Outstanding OP Units” to refer to the OP Units not held by BPG, BPG Sub or the General
Partner. Holders of Outstanding OP Units may redeem their OP Units for cash based upon the market value of an equivalent number of shares of BPG’s common stock or, at our
election, exchange their OP Units for shares of our common stock on a one­for­one basis subject to customary conversion rate adjustments for splits, unit distributions and
reclassifications. The number of OP Units in the Operating Partnership beneficially owned by BPG is equivalent to the number of outstanding shares of BPG’s common stock, and
the entitlement of all OP Units to quarterly distributions and payments in liquidation is substantially the same as those of BPG’s common stockholders.
Our primary objective is to maximize total returns to BPG’s stockholders through a combination of growth and value­creation at the asset level supported by stable cash flows.
We seek to achieve this through ownership of a large, high quality, diversified portfolio of primarily grocery­anchored community and neighborhood shopping centers and by
creating meaningful NOI growth from this portfolio. We expect that the major drivers of this growth will be a combination of positive rent spreads from below­market in­place
rents and above average lease rollover, occupancy increases, annual contractual rent increases across the portfolio and the execution of embedded anchor
­ 36 ­
space repositioning / redevelopment opportunities / outparcel development opportunities.
We expect the following set of core competencies to position us to execute on our growth strategies:
•
Anchor Space Repositioning / Redevelopment / Outparcel Development Expertise ­ We have been a top redeveloper over the past decade, according to Chain Store Age
magazine, having completed anchor space repositioning / redevelopment / outparcel development projects totaling over $1 billion since January 1, 2003.
•
Expansive Retailer Relationships ­ We believe that given the scale of our asset base and our nationwide footprint, we have a competitive advantage in supporting the
growth plans of the nation’s largest retailers. We believe that we are the largest landlord by gross leasable area (“GLA”) to Kroger and TJX Companies, as well as a key
landlord to all major grocers and most major retail category leaders. We believe that our strong relationships with leading retailers affords us insight into their strategies
and priority access to their expansion plans, enabling us to efficiently provide these retailers with space in multiple locations.
•
Fully­Integrated Operating Platform ­ We operate with a fully­integrated, comprehensive platform both leveraging our national presence and demonstrating our
commitment to a regional and local presence. We provide our tenants with personalized service through our network of three regional offices in Atlanta, Chicago and
Philadelphia, as well as via 12 leasing and property management satellite offices throughout the country. We believe that this strategy enables us to obtain critical market
intelligence and to benefit from the regional and local expertise of our workforce.
•
Experienced Management ­ Senior members of our management team are experienced real estate operators with deep industry expertise and retailer relationships.
Recent Developments
For a discussion of recent events related to a review conducted by our Audit Committee, related management changes, and the risks related thereto, see Item 1 “Business­Recent
Developments,” Item 1A “Risk Factors­Risks Related to Recent Events, ” and Item 9A “Controls and Procedures.”
Other Factors That May Influence our Future Results
We derive our revenues primarily from rents (including percentage rents based on tenants’ sales levels) and expense reimbursements due to us from tenants under existing leases at
each of our properties. Expense reimbursements consist of payments made by tenants to us under contractual lease obligations for their proportional share of the property’s
operating expenses, insurance and real estate taxes and certain capital expenditures related to maintenance of the properties.
The amount of rental income and expense reimbursements we receive is primarily dependent on our ability to maintain or increase rental rates and on our ability to lease available
space, including renewing expiring leases. Factors that could affect our rental income include: (1) changes in national, regional or local economic climates; (2) local conditions,
including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) the attractiveness of properties in our Portfolio to our tenants;
(4) the financial stability of tenants, including the ability of tenants to pay rents and expense reimbursements; (5) in the case of percentage rents, our tenants’ sales volumes;
(6) competition from other available properties; (7) changes in market rental rates; and (8) changes in the regional demographics of our properties.
Our operating costs include property­related costs, including repairs and maintenance, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance
costs, security, ground rent expense related to ground lease payments for which we are the lessee and various other property related costs. Increases in our operating expenses, to
the extent they are not offset by revenue increases, impact our overall performance. For a further
discussion of these and other factors that could impact our future results, performance or transactions, see Item 1A.
“Risk Factors.”
­ 37 ­
Portfolio and Financial Highlights
•
As of December 31, 2015, we owned interests in 518 shopping centers (the “Portfolio”), including 517 wholly owned shopping centers and one shopping center held
through an unconsolidated joint venture.
•
Billed occupancy for the Portfolio was 91.0% and 91.3% as of December 31, 2015 and 2014, respectively. Leased occupancy for the Portfolio was 92.6% and 92.8% as of
December 31, 2015 and 2014, respectively.
•
During 2015, we executed 2,018 leases in our Portfolio totaling 13.4 million square feet of GLA, including 664 new leases totaling 3.0 million square feet of GLA and
1,354 renewals totaling 10.4 million square feet of GLA. The average annualized cash base rent (“ABR”) under the new leases increased 41.6% from the prior tenant’s
ABR and increased 14.9% for both new and renewal leases on comparable space from the ABR under the prior leases. The average ABR per leased square foot of these
new leases in our Portfolio is $15.86 and the average ABR per leased square foot of these new and renewal leases in our Portfolio is $12.78. The average cost per square
foot for tenant improvements and leasing commissions for new leases was $21.20 and $3.31, respectively. The average cost per square foot for tenant improvements and
leasing commissions for renewal leases was $1.42 and $0.02, respectively.
•
During 2014, we executed 2,082 leases in our Portfolio totaling 13.1 million square feet of GLA, including 787 new leases totaling 3.8 million square feet of GLA and
1,295 renewals totaling 9.2 million square feet of GLA. The average annualized cash base rent ABR under the new leases increased 31.2% from the prior tenant’s ABR
and increased 12.6% for both new and renewal leases on comparable space from the ABR under the prior leases. The average ABR per leased square foot of these new
leases in our Portfolio is $13.45 and the average ABR per leased square foot of these new and renewal leases in our Portfolio is $12.53. The average cost per square foot
for tenant improvements and leasing commissions for new leases was $16.21 and $2.80, respectively. The average cost per square foot for tenant improvements and
leasing commissions for renewal leases was $0.75 and $0.04, respectively.
Acquisition Activity
•
During the year ended December 31, 2015, we acquired two shopping centers and a retail building in one of our existing shopping centers for $59.2 million including
the assumption of $7.0 million of mortgage debt.
Disposition Activity
•
During the year ended December 31, 2015, we disposed of five shopping centers and three outparcels for net proceeds of $54.2 million resulting in an aggregate gain of
$11.7 million and an aggregate impairment of $1.0 million.
•
During the year ended December 31, 2014, we transferred our ownership interests in 35 properties to Blackstone. These properties had a carrying value of $179.0 million
and a fair value of $195.2 million, resulting in an aggregate gain of $16.2 million. We also transferred one shopping center to the lender in satisfaction of the property’s
mortgage balance resulting in a $6.1 million gain on extinguishment of debt. In addition, we disposed of one shopping center and one outparcel for net proceeds of $6.8
million resulting in an aggregate gain of $1.2 million.
­ 38 ­
Results of Operations
The results of operations discussion is combined for BPG and the Operating Partnership because there are no material differences in the results of operations between the two
reporting entities.
Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014
Revenues (in thousands)
Year Ended December 31,
2015
Revenues
Rental income
2014
$
984,548 $
960,715 $
276,032 268,035 5,400 7,849 Expense reimbursements
Other revenues
Total revenues
1,265,980 $
$
$ Change
23,833
7,997
(2,449)
1,236,599 $
29,381
Rental income
The increase in rental income for the year ended December 31, 2015 of $23.8 million, as compared to the corresponding period in 2014, was primarily due to a $18.0 million
increase in ABR driven primarily by contractual rent increases from properties owned as of the end of both reporting periods and for the entirety of both periods as well as an
increase in leasing spreads of 14.9% in 2015 and 12.6% in 2014 for both new and renewal leases.
Expense reimbursements
The increase in expense reimbursements for the year ended December 31, 2015 of $8.0 million, as compared to the corresponding period in 2014, was primarily due to the expense
recovery percentage for our properties increasing 1.4% in 2015.
Other revenues
The decrease in other revenues for the year ended December 31, 2015 of $2.4 million, as compared to the corresponding period in 2014, was primarily due to a decrease in
percentage rent revenue.
Operating Expenses (in thousands)
Year Ended December 31,
2015
2014
$ Change
Operating expenses
Operating costs
$
129,477 $
129,148 $
Real estate taxes
180,911 179,504 1,407
Depreciation and amortization
417,935 441,630 (23,695)
Provision for doubtful accounts
9,540 11,537 (1,997)
Impairment of real estate assets
1,005 — 1,005
98,454 80,175 18,279
837,322 $
841,994 $
(4,672)
General and administrative
Total operating expenses
$
329
Operating costs
The increase in operating costs for the year ended December 31, 2015 of $0.3 million, as compared to the corresponding period in 2014, was primarily due to an increase in
maintenance and repair costs, partially offset by a decrease in insurance expenses.
­ 39 ­
Real estate taxes
The increase in real estate taxes for the year ended December 31, 2015 of $1.4 million, as compared to the corresponding period in 2014, was primarily due to increased tax
assessments on several of our properties, primarily in Texas and Florida.
Depreciation and amortization
The decrease in depreciation and amortization for the year ended December 31, 2015 of $23.7 million, as compared to the corresponding period in 2014, was primarily due to the
run off of purchase accounting intangibles.
Provision for doubtful accounts
The decrease in provisions for doubtful accounts for the year ended December 31, 2015 of $2.0 million, as compared to the corresponding period in 2014, was primarily due to
enhanced collection efforts.
Impairment of real estate assets
During the year ended December 31, 2015, we incurred an impairment of $1.0 million resulting from the sale of one of our shopping centers and one outparcel.
General and administrative
The increase in general and administrative costs for the year ended December 31, 2015 of $18.3 million, as compared to the corresponding period in 2014, was primarily due to a
$13.9 million increase in equity based compensation expense and $2.5 million of expenses related to the Audit committee review. The equity based compensation expense
increase is primarily the result of a performance condition associated with the vesting of certain shares becoming probable.
During the years ended December 31, 2015 and 2014, we capitalized personnel costs of $6.3 million and $5.8 million, respectively, to building and improvements for anchor
space repositioning and redevelopment projects and $15.1 million and $15.1 million, respectively, to deferred charges and prepaid expenses, net for deferred leasing costs.
Other Income and Expenses (in thousands)
Year Ended December 31,
2015
2014
Other income (expense)
Dividends and interest
$
315 $
602 $
Interest expense
Gain on sale of real estate assets and acquisition of joint venture interest
Gain (loss) on extinguishment of debt, net
Other
Total other income (expense)
$
$ Change
(287)
(245,012) (262,812) 17,800
11,744 378 11,366
1,720 (13,761) 15,481
(348) (8,431) 8,083
(284,024) $
52,443
(231,581) $
Dividends and interest
The decrease in dividends and interest for the year ended December 31, 2015 of $0.3 million, as compared to the corresponding period in 2014, was primarily due to a $4.1
million decrease in interest bearing receivables.
Interest expense
The decrease in interest expense for the year ended December 31, 2015 of $17.8 million, as compared to the corresponding period in 2014, was primarily due to the 2014 and
2015 debt repayments of $2.1 billion with a weighted­average interest rate of 5.68%, partially offset by $1.8 billion of proceeds from the issuance of senior unsecured notes and a
term loan as well as borrowings under our $2.75 billion senior unsecured credit facility (the “Unsecured Credit Facility”) with a weighted average interest rate of 2.6%.
­ 40 ­
Gain on sale of real estate assets
During the year ended December 31, 2015, we disposed of certain shopping centers and outparcels resulting in an aggregate gain of $11.7 million. During the year ended
December 31, 2014, we disposed of one building resulting in an aggregate gain of $0.4 million.
Gain (loss) on extinguishment of debt, net
During the year ended December 31, 2015, we repaid $868.9 million of mortgages and secured loans and $225.0 million of unsecured notes, resulting in a $1.7 million net gain
on extinguishment of debt. During the year ended December 31, 2014, we repaid $763.3 million of mortgages and secured loans and $110.2 million of unsecured notes resulting
in a $13.8 million net loss on extinguishment of debt.
Other
The decrease in other expense, net for the year ended December 31, 2015 of $8.1 million, as compared to the corresponding period in 2014, was primarily due to (i) $4.7 million of
income in 2015 related to net adjustments to pre­IPO tax reserves and receivables, (ii) $1.8 million of income in 2015 related to an environmental contingency and (iii) a $1.4
million expense in 2014 related to a litigation settlement.
Equity in Income of Unconsolidated Joint Ventures (in thousands)
Year Ended December 31,
2015
Equity in income of unconsolidated joint ventures
2014
459 $
$
$ Change
370 $
— Gain on disposition of investments in unconsolidated joint ventures
89
1,820 (1,820)
Equity in income of unconsolidated joint ventures
Equity in income of unconsolidated joint ventures remained approximately the same for the year ended December 31, 2015 as compared to the corresponding period in 2014.
Gain on disposition of investments in unconsolidated joint ventures
During the year ended December 31, 2014, in connection with our initial public offering (“IPO”), we distributed our interests in three unconsolidated joint ventures to Blackstone
resulting in a gain on disposition of $1.8 million.
Discontinued Operations (in thousands)
Year Ended December 31,
2015
Discontinued operations
Income (loss) from discontinued operations
2014
$
— $
4,909 $
Gain on disposition of operating properties
Income (loss) from discontinued operations
$
$ Change
(4,909)
— 15,171 (15,171)
— $
20,080 $
(20,080)
Discontinued Operations
As a result of adopting ASU No. 2014­08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” there were no disposals classified as
discontinued operations for the year ended December 31, 2015. Results from discontinued operations for the year ended December 31, 2014 include the results of 34 shopping centers disposed of during the year ended December 31, 2014.
­ 41 ­
Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013
Revenues (in thousands)
Year Ended December 31,
2014
Revenues
Rental income
2013
$ Change
$
960,715 $
887,466 $
73,249
268,035 242,803 25,232
7,849 16,135 (8,286)
1,146,404 $
90,195
Expense reimbursements
Other revenues
Total revenues
$
1,236,599 $
Rental income
The increase in rental income for the year ended December 31, 2014 of $73.2 million, as compared to the corresponding period in 2013, was primarily due to a $72.3 million
increase in ABR driven by (i) an increase in billed occupancy from 90.7% as of December 31, 2013 to 91.3% as of December 31, 2014, (ii) an increase in leasing spreads of 12.6%
for both new and renewal leases, and (iii) $46.8 million of ABR from 43 properties acquired from Blackstone in connection with our 2013 IPO (the “Acquired Properties”),
partially offset by (iv) a decrease in the amortization of above and below market lease intangibles and lease settlement income due to the expiration and termination of leases.
Expense reimbursements
The increase in expense reimbursements for the year ended December 31, 2014 of $25.2 million, as compared to the corresponding period in 2013, was primarily due to (i) an
$11.2 million increase in reimbursable expenses related to the Acquired Properties, (ii) an increase in the recovery percentage for properties owned for the entirety of both periods
to 86.8% for 2014, as compared to 85.2% for the same period in 2013. The increased percentage of recoveries from tenants is primarily attributable to increased occupancy of our
portfolio, and (iii) a $7.7 million increase in reimbursable operating expenses from properties owned for the entirety of both periods.
Other revenues
The decrease in other revenues for the year ended December 31, 2014 of $8.3 million as compared to the corresponding period in 2013, was primarily due to $6.1 million of non­
cash management fee income recorded in connection the vesting of equity incentive awards in the Acquired Properties in 2013. Certain of our employees have been granted
equity incentive awards in the Acquired Properties. These awards were granted with service conditions and performance and market conditions. As the awards were granted to the
employees under our management agreement with the owners of the Acquired Properties, we considered the amounts earned by the employees for the amortization of the awards
at their fair value as measured at each reporting period to be a component of our management fees, and then recorded a corresponding amount for compensation expense. In
connection with the IPO, based on the terms of these awards, all of such awards granted to our employees vested. In exchange for the vested incentive awards, the holders received
vested Operating Partnership Units. At the time of the IPO, we recorded $6.1 million of additional management fee income and additional compensation expense based upon the
fair value of the Operating Partnership Units issued at the date of grant. The remaining decrease is primarily due to a decrease in fee revenues resulting from the acquisition of the
Acquired Properties at the time of the IPO, which were managed by the Company prior to the IPO and a reduction in the number of properties managed subsequent to the IPO.
­ 42 ­
Operating Expenses (in thousands)
Year Ended December 31,
2014
Operating expenses
Operating costs
$
2013
129,148
Real estate taxes
179,504
Depreciation and amortization
$ Change
116,522
$
12,626
168,468
11,036
441,630
438,547
3,083
Provision for doubtful accounts
11,537
10,899
638
Impairment of real estate assets
—
1,531
(1,531)
80,175
121,082
(40,907)
General and administrative
Total operating expenses
$
$
841,994 $
857,049 $
(15,055)
Operating costs
The increase in operating costs for the year ended December 31, 2014 of $12.6 million, as compared to the corresponding period in 2013, was due to $8.2 million of operating
costs for the Acquired Properties, increased weather related expenses including snow removal expenses, utility expenses, roof and parking lot repairs and maintenance expenses.
Real estate taxes
The increase in real estate taxes for the year ended December 31, 2014 of $11.0 million, as compared to the corresponding period in 2013, was primarily due to the acquisition of
the Acquired Properties, the purchase of 100% ownership in a previously unconsolidated joint venture and increased tax assessments on several of our properties primarily in
Texas, California and Illinois.
Depreciation and amortization
The increase in depreciation and amortization for the year ended December 31, 2014 of $3.1 million, as compared to the corresponding period in 2013, was primarily due to $34.9
million of depreciation and amortization recorded in connection with the Acquired Properties, partially offset by a decrease in intangible asset amortization due to tenant lease
expirations and lease terminations.
Provision for doubtful accounts
The increase in provisions for doubtful accounts for the year ended December 31, 2014 of $0.6 million, as compared to the corresponding period in 2013, was primarily due to the
Acquired Properties.
General and administrative
The decrease in general and administrative costs for the year ended December 31, 2014 of $40.9 million, as compared to the corresponding period in 2013, was primarily due to a
$3.2 million decrease in expense associated with the acceleration of certain of our long term incentive plans in connection with our IPO, a $33.1 million decrease in share based
compensation expense in connection with our IPO and a decrease in personnel related expenses associated with the realignment of certain corporate functions in 2013.
During the years ended December 31, 2014 and 2013, we capitalized personnel costs of $5.8 million and $5.2 million, respectively, to building and improvements for anchor
space repositioning and redevelopment projects and $15.1 million and $13.3 million, respectively, to deferred charges and prepaid expenses, net for deferred leasing costs.
­ 43 ­
Other Income and Expenses (in thousands)
Year Ended December 31,
2014
2013
Other income (expense)
Dividends and interest
$
602 $
832 $
Interest expense
Gain on sale of real estate assets and acquisition of joint venture interest
Gain (loss) on extinguishment of debt, net
Other
Total other income (expense)
$
$ Change
(230)
(262,812) (343,193) 378 2,223 (13,761) (20,028) 6,267
(8,431) (11,014) 2,583
(284,024) $
(371,180) $
87,156
80,381
(1,845)
Dividends and interest
Dividends and interest remained approximately the same for the year ended December 31, 2014, as compared to the corresponding period in 2013.
Interest expense
The decrease in interest expense for the year ended December 31, 2014 of $80.4 million, as compared to the corresponding period in 2013, was primarily due to the 2013
repayment of $2.6 billion of debt with a weighted­average interest rate of 5.71% and the 2014 repayment of $1.0 billion of debt with a weighted­average interest rate of 5.59%,
which decreased interest expense by $116.6 million, partially offset by an increase of $36.6 million of interest expense on our Unsecured Credit Facility and a $600 million
unsecured term loan (the “Term Loan”). The secured mortgage loan and unsecured note repayments were financed primarily from proceeds of borrowings under our Unsecured
Credit Facility and Term Loan which had a weighted average interest rate of 2.0% as of December 31, 2014 as well as from proceeds of our initial public offering.
Gain on sale of real estate assets and acquisition of joint venture interest
During the year ended December 31, 2014, we disposed of one outparcel for aggregate proceeds of $2.8 million resulting in a $0.4 million gain. During the year ended December
31, 2013, we disposed of two outparcels for aggregate proceeds of $1.4 million resulting in an aggregate gain of $1.1 million. In addition, we purchased the remaining 70%
interest in a shopping center held through an unconsolidated joint venture resulting in a gain of $1.1 million on the step­up of the original 30% interest.
Gain (loss) on extinguishment of debt, net
During the year ended December 31, 2014, we repaid $763.3 million of mortgages and secured loans, $110.2 million of unsecured notes and 174.8 million of financing liabilities
resulting in a $13.8 million net loss on extinguishment of debt. During the year ended December 31, 2013, we repaid $2.6 billion of mortgages and secured loans and $51.0
million of unsecured notes resulting in a $20.0 million loss on extinguishment of debt, net.
Other
The decrease in other for the year ended December 31, 2014 of $2.6 million, as compared to the corresponding period in 2013, was primary due to expenses incurred in 2013
related to our IPO. In addition, during the year ended December 31, 2014, we had $2.6 million of income related to the settlement of a contingency associated with one of our
properties, partially offset by $2.4 million of expense related to the termination of one of our corporate office leases.
Equity in Income of Unconsolidated Joint Ventures (in thousands)
Year Ended December 31,
2014
Equity in income of unconsolidated joint ventures
$
370 $
1,820 Gain on disposition of investments in unconsolidated joint ventures
­ 44 ­
2013
1,167 $
— $ Change
(797)
1,820
Equity in income of unconsolidated joint ventures
The decrease in equity in income of unconsolidated joint ventures for the year ended December 31, 2014 of $0.8 million, as compared to the corresponding period in 2013, was
primarily due to the acquisition of the interests of an unconsolidated joint venture in 2013 and the disposal of our interests in three unconsolidated joint ventures during 2014.
Gain on disposition of investments in unconsolidated joint ventures
During the year ended December 31, 2014 we disposed of our interests in three unconsolidated joint ventures resulting in a gain on disposal of $1.8 million.
Discontinued Operations (in thousands)
Year Ended December 31,
2014
Discontinued operations
Income (loss) from discontinued operations
2013
$
4,909 $
3,505 $
Gain on disposition of operating properties
Impairment of real estate held for sale
Income (loss) from discontinued operations
$
$ Change
1,404
15,171 3,392 11,779
— (45,122) 45,122
(38,225) $
58,305
20,080 $
Income (loss) from discontinued operations
Results from discontinued operations include the results from the following: (i) 34 shopping centers and (ii) 18 shopping centers disposed of during 2013. There were no
properties classified as held for sale at December 31, 2014.
Gain on disposition of operating properties
During the year ended December 31, 2014, the gain on disposition of operating properties was attributable to the distribution of our interests in 32 properties to Blackstone and
the sale of one additional shopping center.
During the year ended December 31, 2013, the gain on disposition of operating properties was attributable to the sale of four shopping centers.
Impairment of real estate held for sale
During the year ended December 31, 2013, as a result of our strategy to dispose of certain shopping centers, we recognized provisions for impairment of $45.1 million relating to
14 shopping centers disposed of during 2013 and 14 properties disposed of during 2014.
Liquidity and Capital Resources
We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months for all anticipated uses, including all scheduled principal and
interest payments on our outstanding indebtedness, current and anticipated tenant improvements, stockholder distributions to maintain BPG’s qualification as a REIT and other
capital obligations associated with conducting our business.
For a discussion of recent events related to a review conducted by our Audit Committee, related management changes, and the risks related thereto, included with respect to our
liquidity and capital resources, see Item 1 “Business­Recent Developments,” Item 1A “Risk Factors­Risks Related to Recent Events, ” and Item 9A “Controls and Procedures.”
Our primary expected sources and uses and capital are as follows:
Sources
•
cash and cash equivalent balances;
•
operating cash flow;
­ 45 ­
•
available borrowings under our existing revolving credit facility;
•
issuance of long­term debt;
•
asset sales; and
•
issuance of equity securities.
Uses
Short term:
•
leasing costs and tenant improvements allowances;
•
active anchor space repositioning/redevelopments;
•
recurring maintenance capital expenditures;
•
debt repayment requirements;
•
corporate and administrative costs; and
• dividend/distribution payments.
Long term:
•
major active redevelopments, renovation or expansion programs at individual properties;
•
acquisitions; and
•
debt maturities.
Our cash flow activities are summarized as follows (dollars in thousands):
Brixmor Property Group Inc.
Cash flows provided by operating activities
534,025 479,210 331,990
Cash flows used in investing activities
(189,068) (200,832) (86,367)
Cash flows used in financing activities
(336,024) (331,698) (234,806)
Year Ended December 31,
2015
2014
2013
Brixmor Operating Partnership LP
Cash flows provided by operating activities
$
534,025 $
479,217 $
331,988
Cash flows used in investing activities
$
(189,065) $
(200,822) $
(86,361)
Cash flows used in financing activities
$
(335,904) $
(330,951) $
(230,102)
Year Ended December 31,
2015
2014
2013
Operating Activities
Cash and cash equivalents for the Parent Company were $69.5 million and $60.6 million as of December 31, 2015 and 2014, respectively. Cash and cash equivalents for the
Operating Partnership were $69.5 million and $60.5 million as of December 31, 2015 and 2014 respectively.
Our net cash flow provided by operating activities primarily consist of cash inflows from tenant rental payments and tenant expense reimbursements and cash outflows for
property operating expenses, real estate taxes, general and administrative expenses and interest payments.
For the year ended December 31, 2015, the Company’s net cash flow provided by operating activities increased $54.8 million as compared to the corresponding period in 2014.
The increase is primarily due to (i) an increase in Same Property net operating income and (ii) a decrease in interest expense due to a decrease in the weighted average interest rate
on outstanding indebtedness, partially offset by (iii) a decrease in working capital due to a reduction in cash flows from restricted cash and deferred charges and prepaid expenses,
partially offset by an increase in accounts payable, accrued expenses and other liabilities due to timing of payments.
­ 46 ­
Investing Activities
Net cash flow used in investing activities is impacted by the nature, timing and extent of improvements made to our shopping centers, allowances provided to our tenants, and our
acquisition and disposition programs. Capital used to fund these activities, and the source thereof, can vary significantly from period to period based on, for example, negotiations
with tenants and their willingness to pay higher base rents over the terms of their respective leases as well as the availability of operating cash flows. Net cash flow used in
investing activities is also impacted by the level of recurring property capital expenditures in a given period.
For the year ended December 31, 2015, the Company’s net cash flow used in investing activities decreased $11.8 million as compared to the corresponding period in 2014. The
decrease was primarily due to (i) an increase of $47.4 million in proceeds from sales of real estate assets, (ii) a decrease of $24.7 million of improvements to and investments in real
estate assets, partially offset by (iii) a decrease of $2.8 million in restricted cash attributable to investing activities and (iv) a decrease of $3.8 million in proceeds from the sale of
marketable securities and (v) an increase of $52.2 million in acquisitions of real estate assets.
Improvements to and investments in real estate assets
During the years ended December 31, 2015 and 2014, the Company expended $189.9 million and $214.7 million, respectively, on improvements to and investments in real estate
assets.
Recurring capital expenditures are costs to maintain properties and their common areas including new roofs and paving of parking lots. Recurring capital expenditures per square
foot for the years ended December 31, 2015, 2014 and 2013, were $0.28, $0.28 and $0.26, respectively.
In addition to recurring capital expenditures, we evaluate our Portfolio on an ongoing basis to identify value­creating anchor space repositioning / redevelopment opportunities /
outparcel development opportunities. We have intensified our focus on enhancing the quality of our assets and improving the customer experience through a unified
organizational effort known as “Raising the Bar.” These efforts are tenant­driven and focus on renovating, re­tenanting and repositioning assets and generally present higher risk­
adjusted returns than new developments. Such initiatives are focused on upgrading our centers with strong, best­in­class anchors and transforming such properties’ overall
merchandise mix and tenant quality. Potential new projects include value­creation opportunities that have been previously identified within the Portfolio, as well as new
opportunities created by the lack of meaningful community and neighborhood shopping center development in the United States. We may occasionally seek to acquire non­
owned anchor spaces and outparcels at or adjacent to our shopping centers in order to facilitate redevelopment projects. In addition, as we own a vast majority of our anchor
spaces greater than 35,000 sq. ft., we have important operational control over the positioning of our shopping centers in the event an anchor ceases to operate and flexibility in
working with new and existing anchor tenants as they seek to expand or reposition their stores. Currently, our anchor space repositioning / redevelopments / outparcel
developments in our Portfolio relate to 44 projects for which we anticipate incurring approximately $104.6 million in improvements, of which $58.3 million had not yet been
incurred as of December 31, 2015.
Acquisitions of and proceeds from sales of real estate assets
Although we expect that the major drivers of our growth will come from our existing Portfolio, we will continue to evaluate the market for available properties and may acquire
properties when we believe strategic opportunities exist. During the year ended December 31, 2015, we acquired two properties and a retail building in one of our existing
shopping centers.
We may also dispose of properties when we feel growth has been maximized. During the year ended December 31, 2015, we disposed of five shopping centers and three
outparcels.
Financing Activities
Our net cash flow used in financing activities is impacted by the nature, timing and extent of issuances of debt and equity, principal and other payments associated with our
outstanding indebtedness and prevailing market conditions associated with each source of capital.
For the year ended December 31, 2015, the Parent Company’s net cash used in financing activities increased $4.3 million as compared to the corresponding period in 2014. The
increase was primarily due to a $52.8 million net
­ 47 ­
increase in distributions to stockholders and non­controlling interests, partially offset by a $49.5 million decrease in debt repayments, net of borrowings.
For the year ended December 31, 2015, the Operating Partnership’s net cash used in financing activities increased $5.0 million as compared to the corresponding period in 2014.
The increase was primarily due to a $54.3 million increase in distributions to partners and non­controlling interests, partially offset by a $49.5 million decrease in debt
repayments, net of borrowings.
Our current capital structure provides us with financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We have an Unsecured
Credit Facility consisting of a $1.5 billion term loan and a $1.25 billion revolving credit facility, with a lending group comprised of financial institutions under which we had
$834.0 million of undrawn capacity as of December 31, 2015. We believe we have access to multiple forms of capital, including unsecured corporate level debt, preferred equity
and additional credit facilities. We currently have investment grade credit ratings from all three major credit rating agencies. We intend to continue to enhance our financial and
operating flexibility through ongoing commitment to ladder and extend the duration of our debt, and further expand our unencumbered asset pool.
During the year ended December 31, 2015, the Operating Partnership issued $700.0 million aggregate principal amount of 3.850% Senior Notes due 2025 (the “2025 Notes”) and
$500.0 million aggregate principal amount of 3.875% Senior Notes due 2022 (the “2022 Notes”), the proceeds of which were utilized to repay outstanding indebtedness,
including borrowings under the Company's $1.25 billion unsecured revolving credit facility and $125.0 million aggregate principal amount of senior unsecured notes. During the
year ended December 31, 2015, we repaid $868.9 million of mortgages and secured loans and $225.0 million of unsecured notes. These repayments were funded primarily from
borrowings under the Company’s $1.25 billion unsecured revolving credit facility.
During 2016, we have $855.6 million of mortgage loans scheduled to mature and we have approximately $22.1 million of scheduled mortgage amortization payments. We
currently intend to repay the scheduled maturities and amortization payments with operating cash and borrowings on our revolving credit facility.
In connection with our intention to continue to qualify as a REIT for federal income tax purposes, we expect to continue paying regular dividends to our stockholders. Our Board
of Directors will continue to evaluate the dividend policy on a quarterly basis as the Board of Directors monitors sources of capital and evaluates the impact of the economy and
capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, we generally intend to maintain a
conservative dividend payout ratio, reserving such amounts as the Board of Directors considers necessary for the expansion and renovation of shopping centers in our portfolio,
debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers
appropriate. Cash dividends paid to common stockholders and OP Unit holders for the years ended December 31, 2015 and 2014 were $274.0 million and $239.1 million,
respectively. Our Board of Directors declared a quarterly cash dividend of $0.245 per common share and OP Unit for the fourth quarter of 2015. The dividend was paid on
January 15, 2016 to shareholders of record on January 6, 2016. Our Board of Directors declared a quarterly cash dividend of $0.245 per common share and OP Unit for the first
quarter of 2016. The dividend is payable on April 15, 2016 to shareholders of record on April 5, 2016.
Contractual Obligations
Our contractual debt obligations relate to our notes payable, mortgages and secured loans and financing liabilities with maturities ranging from one year to 15 years, and non­
cancelable operating leases pertaining to our shopping centers and corporate offices.
­ 48 ­
The following table summarizes our debt maturities (excluding options and fair market debt adjustments) and obligations under non­cancelable operating leases as of December
31, 2015.
Contractual Obligations
(in thousands)
Debt
(1)
Interest payments (2)
Payment due by period
2016
$
Operating leases
Total
$
877,700
228,355
6,745
1,112,800
2017
$
$
765,659
173,022
6,618
945,299
$
$
2018
1,519,476
139,009
6,201
1,664,686
2019
$
$
620,126
110,451
6,051
736,628
2020
$
$
766,577
94,206
5,241
866,024
Thereafter
$
$
Total 1,411,678
171,596
916,639
81,709
112,565
1,664,983
$
5,961,216
$
6,990,420
Debt includes scheduled principal amortization and scheduled maturities for mortgages and secured loans, credit facilities and notes payable.
(2) We incur variable rate interest on $1.9 billion and $600.0 million of debt related to the Unsecured Credit Facility and Term Loan, respectively. The margin associated with Unsecured Credit Facility borrowings is
based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.40% to 2.00%, for LIBOR rate loans. The margin on the Unsecured Credit Facility was 1.40% as of December 31,
2015. The Company has in place five forward starting interest rate swap agreements that convert the floating interest rate on $1.5 billion of the Unsecured Credit Facility to a fixed, combined interest rate of
0.844% plus an interest spread of 140 basis points. The margin associated with the Term Loan is based on a total leverage based grid and ranges from 0.35% to 0.75%, for base rate loans, and 1.35% to 1.75% for
LIBOR rate loans. The margin on the Term Loan was 1.40% as of December 31, 2015.
(1)
Pursuant to the terms of the Term Loan, Unsecured Credit Facility, the 2022 Notes and the 2025 Notes, the Company among other things is subject to maintenance of various
financial covenants. The Company is currently in compliance with these covenants.
Funds From Operations
NAREIT FFO is a supplemental non­GAAP financial measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate
Investment Trusts (“NAREIT”) defines FFO as net income (loss) in accordance with GAAP excluding (i) gain (loss) on disposition of operating properties, and (ii) extraordinary
items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of operating properties and real estate equity investments, and (v) after adjustments for joint
ventures calculated to reflect funds from operations on the same basis.
NAREIT FFO attributable to stockholders and non­controlling interests convertible into common stock is NAREIT FFO as further adjusted to exclude net income (loss)
attributable to non­controlling interests not convertible into common stock. We believe NAREIT FFO attributable to stockholders and non­controlling interests convertible into
common stock are meaningful supplemental measures that are more reflective of our operating performance by excluding FFO attributable to non­controlling interests not
convertible into common stock.
We present NAREIT FFO and NAREIT FFO attributable to stockholders and non­controlling interests convertible into common stock as we consider them important
supplemental measures of our operating performance and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of
REITs. NAREIT FFO and NAREIT FFO attributable to stockholders and non­controlling interests convertible into common stock should not be considered as alternatives to net
income (determined in accordance with GAAP) as indicators of financial performance and are not alternatives to cash flow from operating activities (determined in accordance
with GAAP) as measures of liquidity. Non­GAAP financial measures have limitations as they do not include all items of income and expense that affect operations and,
accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of NAREIT FFO and NAREIT FFO attributable
to stockholders and non­controlling interests convertible into common stock may differ in certain respects from the methodology utilized by other REITs and, therefore, may not
be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from NAREIT FFO and NAREIT FFO attributable to
stockholders and non­controlling interests convertible into common stock are significant components in understanding and addressing financial performance.
­ 49 ­
Our reconciliation of Brixmor Property Group Inc.’s net income to NAREIT FFO and NAREIT FFO attributable to stockholders and non­controlling interest convertible into
common stock for the year ended December 31, 2015, 2014 and 2013 is as follows (in thousands, except per share amounts): Year Ended December 31,
2015
(15,549)
—
(1,820)
—
413,470
438,565
436,547
Depreciation and amortization­real estate related­discontinued operations
—
606
11,687
Depreciation and amortization­real estate related­unconsolidated joint ventures
85
168
180
807
—
43,582
600,154
554,821
369,721
—
600,154
$
Gain on disposition of operating properties
Gain on disposition of unconsolidated joint ventures
Depreciation and amortization­real estate related­continuing operations
Impairment of operating properties
NAREIT FFO
Adjustments attributable to non­controlling interests not convertible into common stock
NAREIT FFO attributable to stockholders and non­controlling interests convertible into common stock
$
NAREIT FFO per share/OP Unit ­ diluted
$
Weighted average shares/OP Units outstanding ­ basic and diluted (1)
(1)
(11,744)
2013
132,851
Net income
197,536
2014
$
(6,415)
$
548,406
1.97
305,023
$
$
(3,392)
(118,883)
(7,155)
$
362,566
1.80
304,359
$
1.44
252,009
Basic and diluted shares/OP Units outstanding reflects an assumed conversion of certain BPG Sub shares and OP Units to common stock of the Company and the vesting of certain restricted stock awards.
Our Critical Accounting Policies
Our discussion and analysis of the historical financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in
accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts
reported in the Consolidated Financial Statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently­issued and
adopted accounting standards, see Note 1 to financial statements contained elsewhere in this annual report on Form 10­K.
Revenue Recognition and Receivables
Rental revenue is recognized on a straight­line basis over the terms of the related leases. The cumulative difference between rental revenue recognized in the Consolidated
Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables. The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes
possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.
Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. These percentage rents are recognized upon the achievement of certain pre­
determined sales levels. Leases also typically provide for reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are
recognized in the period the applicable expenditures are incurred. The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition
under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins
when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes it is not the owner, for accounting
purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are
accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, the Company commences revenue
recognition when
­ 50 ­
the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, the Company considers a number of factors,
each of which individually is not determinative.
Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and
subsequent involvement by the Company with the applicable property are met.
The Company periodically evaluates the collectability of its receivables related to base rents, straight­line rent, expense reimbursements and those attributable to other revenue
generating activities. The Company analyzes its receivables and historical bad debt levels, tenant credit­worthiness and current economic trends when evaluating the adequacy of
its allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre­petition and post­
petition claims.
Real Estate
Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating
properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities
(consisting of above and below­market leases, in­place leases and tenant relationships), and assumed debt based on an evaluation of available information. Based on these
estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.
The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If information regarding the fair
value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a prospective basis.
The Company expenses transaction costs associated with business combinations in the period incurred.
In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value of above­market and below­market leases is estimated based
on the present value (using an interest rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the
leases negotiated and in­place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period
equal to the remaining non­cancelable term of the lease. The capitalized above­market or below­market intangible is amortized as a reduction of, or increase to, rental income over
the remaining non­cancelable term of each lease, which includes renewal periods with fixed rental terms that are considered to be below­market.
In determining the value of in­place leases and tenant relationships, management evaluates the specific characteristics of each lease and the Company’s overall relationship with
each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations
surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease­up period, current market conditions and costs to execute similar leases.
Management also considers information obtained about a property in connection with its pre­acquisition due diligence. Estimated carrying costs include: real estate taxes,
insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease­up periods. Costs to execute similar leases include:
commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The
value assigned to in­place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the
leases.
Certain real estate assets are depreciated using the straight­line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
Building and building and land improvements
20 ­ 40 years
Furniture, fixtures, and equipment
5 ­ 10 years
Tenant improvements
The shorter of the term of the related lease or useful life
­ 51 ­
Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary
repairs and maintenance activities are expensed as incurred.
When a real estate asset is identified by management as held­for­sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs.
If, in management’s opinion, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties
classified as real estate held­for­sale generally represent properties that are under contract for sale and are expected to close within 12 months.
On a periodic basis, management assesses whether there are indicators that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may
be impaired.
If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged),
taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation
process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. If management determines that the
carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its fair value.
In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of
depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in­place lease
value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write­off or accelerate the depreciation
and amortization associated with the asset group. Such write­offs are included within Depreciation and amortization in the Consolidated Statements of Operations.
Stock Based Compensation
The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees and non­
employee directors be recognized in the statement of operations over the service period based on their fair value. Fair value is determined based on the type of award using either
the grant date market price of the Company’s stock, the Black­Scholes­Merton option­pricing model or a Monte Carlo simulation model. Share­based compensation expense is
included in General and administrative in the Company’s Consolidated Statements of Operations.
Inflation
The majority of leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions contain clauses enabling us to receive percentage rents, which
generally increase as prices rise but may be adversely impacted by tenant sales decreases, and/or escalation clauses which are typically related to increases in the consumer price
index or similar inflation indices. In addition, we believe that many of our existing lease rates are below current market levels for comparable space and that upon renewal or re­
rental such rates may be increased to be consistent with, or closer to, current market rates. This belief is based upon an analysis of relevant market conditions, including a
comparison of comparable market rental rates, and upon the fact that many of our leases have been in place for a number of years and may not contain escalation clauses sufficient
to match the increase in market rental rates over such time. Most of our leases require the tenant to pay its share of operating expenses, including common area maintenance, real
estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, we periodically evaluate our exposure
to interest rate fluctuations, and may enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on our floating rate
loans.
Off­Balance Sheet Arrangements
We had no material off­balance sheet arrangements as of December 31, 2015.
­ 52 ­
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We may be exposed to interest rate changes primarily as a result of long­term debt used to maintain liquidity and fund capital expenditures and expansion of our real estate
investment portfolio and operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our
overall borrowing costs. To achieve our objectives we borrow primarily at fixed rates or variable rates with the lowest margins available.
With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely
impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash
flow risk attributable to both our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the
use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.
We may use additional derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our properties or unsecured debt obligations. To the
extent we do, we are exposed to market and credit risk. Market risk is the adverse effect on the value of the financial instrument that results from a change in interest rates. The
market risk associated with interest­rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value derivative contract is positive, the counterparty owes us,
which creates credit risk to us. We will minimize the credit risk in derivative instruments by entering into transactions with high­quality counterparties. The Company has entered
into derivative financial instruments such as interest rate swap and interest rate cap agreements to manage interest rate risk exposure arising from variable rate debt transactions
that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's objective in using interest
rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.
As of December 31, 2015, we had $1.9 billion of outstanding floating rate borrowings under our $2.75 billion senior unsecured credit facility (the “Unsecured Credit Facility”)
and a $600.0 million unsecured term loan (the “Term Loan”) which both bore interest at a rate equal to LIBOR plus an interest spread of 140 basis points. $1.5 billion of the
borrowings under the Unsecured Credit Facility are subject to interest rate swap agreements, which effectively convert the interest rate on the borrowings from floating to fixed. If
market rates of interest on our variable rate debt increased by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows
by approximately $10.2 million (this includes the impact of the $1.5 billion of interest rate swap agreements). If market rates of interest on our variable rate debt decreased by 1%,
the decrease in annual interest expense on our variable rate debt would increase future earnings and cash flows by approximately $2.5 million (this includes the impact of the $1.5
billion of interest rate swap agreements).
The table below presents the principal cash flows, weighted average interest rates of remaining debt and the fair value of total debt as of December 31, 2015 (dollars in thousands).
The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate
debt is included in the table, those rates represent rates that existed as of December 31, 2015 and are subject to change on a monthly basis. Further, the table below incorporates
only those exposures that exist as of December 31, 2015 and does not consider exposures or positions that could arise after that date. Since firm commitments are not presented,
the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the
period, our hedging strategies at that time, and actual interest rates. ­ 53 ­
Secured Debt
Fixed rate
Weighted average interest rate
(1)
$
Variable rate
Weighted average interest rate(1)
Unsecured Debt
Fixed rate
Weighted average interest rate
$
Variable rate(2)
$
Weighted average interest rate(1)
2017
877,700
6.23%
$
(1)
2016
$
349,659
6.17%
—
$
—
3.91%
—
2.00%
$
$
$
—
—
19,476
3.91%
416,000
2.07%
$
$
$
—
—
20,126
3.91%
$
$
1,500,000
1.65%
$
—
—
766,577
3.91%
600,000
—%
$
$
$
Total
193,225
$
Fair Value
2,226,763
$
6.17%
—
$
—
$
—
—
—
Thereafter
6.17%
$
—
2020
6.17%
$
—
2019
6.17%
$
—
2018
—
3.91%
$
1,218,453
$
3.91%
—
$
—
$
—%
—%
—
1,218,453
2,516,000
$
$
$
2,367,070
—
1,198,504
2,516,000
Weighted average interest rates are on the debt balances as of the end of each year presented and assume repayment of debt on their scheduled maturity date.
The $1.5 billion term loan facility bears interest at LIBOR plus an interest spread of 140 basis point. The Company has in place five forward starting interest rate swap agreements that convert the floating interest
rate on the $1.5 billion term loan facility to a fixed, combined interest rate of 0.844% plus an interest spread of 140 basis points.
(1)
(2)
Item 8. Financial Statements and Supplementary Data
See the Index to Consolidated Financial Statements and financial statements commencing on page F­1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Controls and Procedures (Brixmor Property Group Inc.)
Evaluation of Disclosure Controls and Procedures
BPG maintains disclosure controls and procedures (as that term is defined in Rules 13a­15(e) and 15d­15(e) under the Exchange Act) that are designed to ensure that information
required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosures. BPG’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the
effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation and considering the
material weakness in internal control over financial reporting described below in “Management's Report on Internal Control Over Financial Reporting,” BPG’s principal
executive officer, Daniel B. Hurwitz, and principal financial officer, Barry Lefkowitz, concluded that BPG’s disclosure controls and procedures were not effective as of such date.
Management’s Report on Internal Control Over Financial Reporting
BPG’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of
BPG’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. BPG’s internal control
over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of BPG’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of BPG are being made only in accordance with authorizations of management and directors of BPG; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on BPG’s
financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable
assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
­ 54 ­
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of its management, including its interim chief executive officer and interim chief financial officer, BPG conducted an evaluation
of the effectiveness of its internal control over financial reporting based on the framework in Internal Control ­ Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on its assessment and those criteria, BPG’s management concluded that due to the material weakness
described below, its internal control over financial reporting was not effective as of December 31, 2015. A material weakness is a deficiency, or combination of deficiencies, in
internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be
prevented or detected on a timely basis.
The control environment, the first component in the COSO Framework, provides the basis for carrying out internal controls across the organization and places responsibility on
senior management to establish the tone at the top of the organization, including demonstrated commitment to integrity and ethical values throughout the organization. As further
described in Item 1, “Business­Recent Developments”, the Audit Committee of the Board of Directors conducted a review that led the Board of Directors to conclude that specific
BPG personnel, in certain instances, were directly involved and/or supervised persons directly involved in smoothing income items, both up and down, between reporting periods
in an effort to achieve consistent quarterly same property net operating income growth, an industry non­GAAP financial measure. Based on these findings, the Board of Directors
concluded that there was a deficiency in the control environment specifically because the foregoing actions failed to demonstrate commitment to integrity and ethical values and
senior management did not set an appropriate tone at the top. Although the actual amount of financial statement misstatement resulting from these actions was not significant,
because of the override of controls that occurred at senior levels of management, we have concluded that the potential for material misstatement of the financial statements was
more than remote. Accordingly, management has determined that this control deficiency constitutes a material weakness.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on the effectiveness of BPG’s internal control over financial
reporting.
Remediation Plan and Activities
BPG has implemented or is evaluating various remedial actions to address the material weakness described above. These actions include the following:
•
•
•
certain personnel are no longer employed by BPG;
the Audit Committee, Board and executives will increase communication and training to employees regarding the ethical values of BPG, requirement to comply with
laws, the Code of Conduct and BPG's policies; and
BPG is evaluating its organizational structure, and will assess roles and responsibilities to enhance controls and compliance.
BPG is committed to maintaining a strong internal control environment. Management believes the foregoing efforts will effectively remediate the material weakness. We will give
further updates to our remediation plan in future SEC filings.
Changes in Internal Control over Financial Reporting
Other than those described above, there have been no changes in BPG’s internal control over financial reporting (as defined in Rule 13a­15(f) and 15d­15(f) under the Exchange
Act) during the three months ended December 31, 2015 that have materially affected, or that are reasonably likely to materially affect, BPG’s internal control over financial
reporting.
Controls and Procedures (Brixmor Operating Partnership LP)
Evaluation of Disclosure Controls and Procedures
The Operating Partnership maintains disclosure controls and procedures (as that term is defined in Rules 13a­15(e) and 15d­15(e) under the Exchange Act) that are designed to
ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
­ 55 ­
the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating Partnership's management, with the participation of its principal executive officer
and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this
report. Based on this evaluation and considering the material weakness in internal control over financial reporting described below in “Management's Report on Internal Control
Over Financial Reporting,” the Operating Partnership's principal executive officer, Daniel B. Hurwitz, and principal financial officer, Barry Lefkowitz, concluded that the
Operating Partnership's disclosure controls and procedures were not effective as of such date.
Management’s Report on Internal Control Over Financial Reporting
The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance
regarding the reliability of the Operating Partnership’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. The Operating Partnership’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the Operating Partnership’s assets; provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating
Partnership are being made only in accordance with authorizations of management and directors of the Operating Partnership; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on the Operating Partnership’s financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable
assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of its management, including its interim chief executive officer and interim chief financial officer, the Operating Partnership
conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control ­ Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment and those criteria, the Operating Partnership’s management concluded that due
to the material weakness described below, its internal control over financial reporting was not effective as of December 31, 2015. A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis.
The control environment, the first component in the COSO Framework, provides the basis for carrying out internal controls across the organization and places responsibility on
senior management to establish the tone at the top of the organization, including demonstrated commitment to integrity and ethical values throughout the organization. As further
described in Item 1, “Business­Recent Developments”, the Audit Committee of the Board of Directors conducted a review that led the Board of Directors to conclude that specific
Operating Partnership personnel, in certain instances, were directly involved and/or supervised persons directly involved in smoothing income items, both up and down, between
reporting periods in an effort to achieve consistent quarterly same property net operating income growth, an industry non­GAAP financial measure. Based on these findings, the
Board of Directors concluded that there was a deficiency in the control environment specifically because the foregoing actions failed to demonstrate commitment to integrity and
ethical values and senior management did not set an appropriate tone at the top. Although the actual amount of financial statement misstatement resulting from these actions was
not significant, because of the override of controls that occurred at senior levels of management, we have concluded that the potential for material misstatement of the financial
statements was more than remote. Accordingly, management has determined that this control deficiency constitutes a material weakness.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on the effectiveness of the Operating Partnership’s internal control
over financial reporting.
­ 56 ­
Remediation Plan and Activities
The Operating Partnership has implemented or is evaluating various remedial actions to address the material weakness described above. These actions include the following:
•
•
•
certain personnel are no longer employed by the Operating Partnership;
the Audit Committee, Board and executives will increase communication and training to employees regarding the ethical values of the Operating Partnership,
requirement to comply with laws, the Code of Conduct and the Operating Partnership's policies; and
the Operating Partnership is evaluating its organizational structure, and will assess roles and responsibilities to enhance controls and compliance.
The Operating Partnership is committed to maintaining a strong internal control environment. Management believes the foregoing efforts will effectively remediate the material
weakness. We will give further updates to our remediation plan in future SEC filings.
Changes in Internal Control over Financial Reporting
Other than those described above, there have been no changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a­15(f) and 15d­15(f)
under the Exchange Act) during the three months ended December 31, 2015 that have materially affected, or that are reasonably likely to materially affect, the Operating
Partnership’s internal control over financial reporting.
Item 9B. Other Information
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHRA”), which added Section 13(r) of the Exchange Act, we hereby incorporate
by reference herein Exhibit 99.1 of this report, which includes disclosures publicly filed and/or provided to Blackstone by Travelport Limited, which may be considered our
affiliate.
­ 57 ­
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be included in the sections captioned “Proposal No. 1­Election of Directors,” “The Board of Directors and Certain Governance Matters­
Executive Officers of the Company,” “The Board of Directors and Certain Governance Matters­Code of Business Conduct and Ethics and Code of Conduct for Senior Financial
Officers,” “The Board of Directors and Certain Governance Matters­Committee Membership­Audit Committee” and “Section 16(a) Beneficial Ownership Reporting Compliance”
included in the definitive proxy statement relating to the 2016 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 16, 2016 and is incorporated
herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the
Company’s 2015 fiscal year covered by this Form 10­K.
Item 11. Executive Compensation
The information required by Item 11 will be included in the sections captioned “Compensation of Our Officers and Directors,” “Report of the Compensation Committee” and
“Compensation Committee Interlocks and Insider Participation” included in the definitive proxy statement relating to the 2016 Annual Meeting of Stockholders of Brixmor
Property Group Inc. to be held on June 16, 2016 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC
pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2015 fiscal year covered by this Form 10­K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be included in the sections captioned “Equity Compensation Plan Information” and “Ownership of Securities” included in the definitive
proxy statement relating to the 2016 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 16, 2016 and is incorporated herein by reference.
Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2015 fiscal
year covered by this Form 10­K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in the sections captioned “Transactions with Related Persons” and “The Board of Directors and Certain Governance Matters
­ Director Independence and Independence Determinations” included in the definitive proxy statement relating to the 2016 Annual Meeting of Stockholders of Brixmor Property
Group Inc. to be held on June 16, 2016 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to
Regulation 14A not later than 120 days after the end of the Company’s 2015 fiscal year covered by this Form 10­K.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 will be included in the section captioned “Proposal No. 2 ­ Ratification of Independent Registered Public Accounting Firm ­ Audit and Non­
Audit Fees” included in the definitive proxy statement relating to the 2016 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 16, 2016 and is
incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the
end of the Company’s 2015 fiscal year covered by this Form 10­K.
­ 58 ­
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
Form 10­K
Page
CONSOLIDATED STATEMENTS
Reports of Independent Registered Public Accounting Firms
Brixmor Property Group Inc.:
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013
Consolidated Statement of Changes in Equity for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013
Consolidated Statement of Changes in Capital for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II ­ Valuation and Qualifying Accounts
F­43
Schedule III ­ Real Estate and Accumulated Depreciation
F­44
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
1
2
F­2
F­10
F­11
F­12
F­13
F­14
F­15
F­16
F­17
F­18
F­19
F­20
­ 59 ­
3. Exhibits.
(b) Exhibits. The following documents are filed as exhibits to this report:
Exhibit
Number
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1
4.2
4.3
4.4
Exhibit Description
Articles of Incorporation of Brixmor Property Group Inc., dated
as of November 4, 2013
Incorporated by Reference
Form
8­K
8­K
Amended and Restated Certificate of Limited Partnership of
Brixmor Operating Partnership LP
10­K
Amendment No. 1 to the Amended and Restated Limited
Partnership Agreement of Brixmor Operating Partnership LP,
dated as of October 29, 2013, by and between Brixmor OP GP
LLC, as General Partner, and the limited partners from time to
time party thereto
8­K
Indenture, dated January 21, 2015, between Brixmor Operating
Partnership LP, as issuer, and The Bank of New York Mellon, as
trustee.
8­K
First Supplemental Indenture, dated January 21, 2015, among
Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP
LLC and BPG Subsidiary Inc., as possible future guarantors, and
The Bank of New York Mellon, as trustee.
8­K
Second Supplemental Indenture, dated August 10, 2015, among
Brixmor Operating Partnership LP, as issuer, and The Bank of
New York Mellon, as trustee.
8­K
Indenture, dated as of March 29, 1995, between New Plan Realty
Trust and The First National Bank of Boston, as Trustee (the
“1995 Indenture”)
S­3
­ 60 ­
4.1
1/21/2015
4.2
7/28/1995
4.2
8/10/2015
33­61383
10.1
1/21/2015
00­36160
10.1
4/3/2014
001­36160
10.2
3/14/2014
001­36160
10.1
11/4/2013
001­36160
8­K
001­36160
10.7
11/4/2013
001­36160
8­K
3.2
3/12/2014
001­36160
3.1
11/4/2013
001­36160
Exhibit
Number
11/4/2013
001­36160
Date of
Filing
8­K
001­36160
Amended and Restated Agreement of Limited Partnership of
Brixmor Operating Partnership LP, dated as of October 29, 2013,
by and between Brixmor OP GP LLC, as General Partner, BPG
Subsidiary Inc., as Special Limited Partner, and the other limited
partners from time to time party thereto
Amendment No. 3 to the Amended and Restated Agreement of
Limited Partnership of Brixmor Operating Partnership LP, dated
as of March 28, 2014
File No.
Bylaws of Brixmor Property Group Inc., dated as of November 4,
2013
Amendment No. 2 to the Amended and Restated Agreement of
Limited Partnership of Brixmor Operating Partnership LP, dated
as of March 11, 2014
4.2
Filed
Herewith
Exhibit
Number
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
Exhibit Description
Incorporated by Reference
Form
First Supplemental Indenture to the 1995 Indenture, dated as of
August 5, 1999, by and among New Plan Realty Trust, New Plan
Excel Realty Trust, Inc. and State Street Bank and Trust
Company
10­Q
Successor Supplemental Indenture to the 1995 Indenture, dated
as of April 20, 2007, by and among Super IntermediateCo LLC
and U.S. Bank Trust National Association
10­Q
Supplemental Indenture to the 1995 Indenture, dated as of
October 16, 2014, between Brixmor LLC and U.S. Bank Trust
National Association
8­K
8­K
Form of Officers’ Certificate relating to the terms of the
Company’s 3.75% Convertible Senior Notes due 2023
8­K
Supplemental Indenture to the 1999 Indenture, dated as of May
4, 2007, by and between Centro NP LLC, New Plan Realty Trust,
LLC and U.S. Bank Trust National Association
10­Q
Supplemental Indenture to the 1999 Indenture, dated as of
October 16, 2014, between Brixmor LLC and U.S. Bank Trust
National Association
8­K
Indenture, dated as of January 30, 2004, by and between New
Plan Excel Realty Trust, Inc. as Primary Obligor, and U.S. Bank
Trust National Association, as Trustee (the “2004 Indenture”)
8­K
­ 61 ­
4.3
8/9/2007
4.2
2/5/2004
4.4
10/17/2014
001­12244
4.1
8/9/2007
001­36160
4.2
12/22/2004
001­12244
4.1
5/19/2003
001­12244
10­Q
001­12244
4.1
2/3/1999
001­12244
8­K
4.4
10/17/2014
001­12244
4.2
8/23/2013
001­36160
10.2
8/9/2007
333­190002
Exhibit
Number
11/12/1999
001­12244
Indenture, dated as of February 3, 1999, among the New Plan
Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty
Trust, as Guarantor, and State Street Bank and Trust Company, as
Trustee (the “1999 Indenture”)
Date of
Filing
001­12244
S­11
Successor Supplemental Indenture to the 1999 Indenture, dated
as of April 20, 2007, by and among Super IntermediateCo LLC,
New Plan Realty Trust, LLC and U.S. Bank Trust National
Association
File No.
Third Supplemental Indenture to the 1995 Indenture, dated as of
October 30, 2009, by and among Centro NP LLC and U.S. Bank
Trust National Association
Supplemental Indenture to the 1999 Indenture, dated as of
December 17, 2004, by and between New Plan Excel Realty
Trust, Inc., as Primary Obligor, New Plan Realty Trust, as
Guarantor, and U.S. Bank Trust National Association (as
successor to State Street Bank and Trust Company)
4.1
Filed
Herewith
Exhibit
Number
4.16
4.17
4.18
10.1
10.2
10.3
10.4
Exhibit Description
First Supplemental Indenture to the 2004 Indenture, dated as of
September 19, 2006, between New Plan Excel Realty Trust and
U.S. Bank Trust National Association, as trustee
Successor Supplemental Indenture to the 2004 Indenture, dated
as of April 20, 2007, by and among Super IntermediateCo LLC
and U.S. Bank Trust National Association
Supplemental Indenture to the 2004 Indenture, dated as of May
4, 2007, by and between Centro NP LLC and U.S. Bank Trust
National Association
10.7
10.8
10.9
Form
8­K
Stockholders’ Agreement, dated as of October 29, 2013, by and
between the Company and BRE Retail Holdco L.P.
8­K
8­K
S­11
Non­Core Property Management Agreement, dated as of October
29, 2013
10­K
Term Loan Agreement, dated March 18, 2014, among Brixmor
Operating Partnership LP, as borrower, JPMorgan Chase Bank,
N.A., as administrative agent, and the lenders from time to time
party thereto
8­K
001­36160
8­K
Amendment No. 1 to Term Loan Agreement, dated as of February
5, 2015, among Brixmor Operating Partnership LP, as borrower,
JPMorgan Chase Bank, N.A., as administrative agent
­ 62 ­
10.2
10.1
10.2
2/9/2015
10.9
3/18/2014
001­36160
3/18/2014
001­36160
8­K
10/29/2013
10.6
3/12/2014
001­36160
10.5
11/4/2013
333­190002
10.4
11/4/2013
001­36160
10.3
11/4/2013
001­36160
4.5
11/4/2013
001­36160
4.1
8/9/2007
001­36160
Exhibit
Number
4.1
8/9/2007
001­12244
9/19/2006
001­12244
10­Q
Date of
Filing
001­12244
10­Q
Registration Rights Agreement, dated as of October 29, 2013, by
and among the Company and the equity holders named therein Parent Guaranty, executed as of March 18, 2014, by BPG
Subsidiary Inc. and Brixmor OP GP LLC for the benefit of
JPMorgan Chase, N.A., as administrative agent
File No.
8­K
Exchange Agreement, dated as of October 29, 2013, by and
among the Company and the other holders of BPG Subsidiary
Inc. common stock from time to time party thereto
8­K
Separate Series Agreement, dated as of October 29, 2013, by and
among BRE Non­Core Assets Inc., as a limited partner associated
with Series A, Non­Core Series GP, LLC, as the general partner
associated with Series A, and Brixmor OP GP LLC, as the general
partner of the Partnership on behalf of Brixmor Operating
Partnership LP
10.5 Form of Contribution Agreement
10.6
Incorporated by Reference
10.2
Filed
Herewith
Exhibit
Number
10.10
10.11
10.12
10.13
10.14
10.15
Exhibit Description
Incorporated by Reference
Form
Revolving Credit and Term Loan Agreement, dated as of July 16,
2013, among Brixmor Operating Partnership LP. as borrower, JP
Morgan Chase Bank, N.A., as administrative agent, Bank of
America, N.A. and Wells Fargo Bank, National Association, as
syndication agents, Barclays Bank PLC, Citibank, N.A.,
Deutsche Bank Securities Inc. and Royal Bank of Canada, as
documentation agents and the other Lenders party thereto
S­11
Amendment No. 1 to Revolving Credit and Term Loan
Agreement, dated as of February 5, 2015, among Brixmor
Operating Partnership LP, as borrower, JPMorgan Chase Bank,
N.A., as administrative agent
8­K
File No.
333­190002
S­11
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for
the benefit of JPMorgan Chase Bank, N.A., as lender (regarding
Loan Agreement with Centro NP New Garden SC Owner, LLC,
et al.)
S­11
Senior Mezzanine Loan Agreement, dated as of July 28, 2010, by
and among Centro NP New Garden Mezz 1, LLC, Centro NP
Senior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as
lender
S­11
Senior Mezzanine Guaranty, dated as of July 28, 2010, made by
Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as
lender
S­11
­ 63 ­
10.9
8/23/2013
333­190002
10.11
8/23/2013
10.10
8/23/2013
333­190002
10.1
8/23/2013
333­190002
10.6
2/9/2015
333­190002
Exhibit
Number
8/23/2013
001­36160
Date of
Filing
Loan Agreement, dated as of July 28, 2010, by and among
Centro NP New Garden SC Owner, LLC, Centro NP Clark, LLC,
Centro NP Hamilton Plaza Owner, LLC, Centro NP Holdings 11
SPE, LLC, Centro NP Holdings 12 SPE, LLC, Centro NP Atlantic
Plaza, LLC, Centro NP 23rd Street Station Owner, LLC, Centro
NP Coconut Creek Owner, LLC, Centro NP Seminole Plaza
Owner, LLC, Centro NP Ventura Downs Owner, LLC, Centro NP
Augusta West Plaza, LLC, Centro NP Banks Station, LLC,
Centro NP Laurel Square Owner, LLC, Centro NP Middletown
Plaza Owner, LLC, Centro NP Miracle Mile, LLC, Centro NP
Ridgeview, LLC, Centro NP Surrey Square Mall, LLC, Centro
NP Covington Gallery Owner, LLC, Centro NP Stone Mountain,
LLC, Centro NP Greentree SC, LLC, Centro NP Arbor Faire
Owner, LP, Centro NP Holdings 10 SPE, LLC, HK New Plan
Festival Center (IL), LLC and JPMorgan Chase Bank, N.A., as
lender
10.12
Filed
Herewith
Exhibit
Number
10.16
10.17
10.18
Exhibit Description
Incorporated by Reference
Form
Omnibus Amendment to the Mezzanine Loan Documents, dated
as of September 1, 2010, by and among Centro NP New Garden
Mezz 1, LLC, Centro NP Senior Mezz Holding, LLC and
JPMorgan Chase Bank, N.A., as lender
S­11
Loan Agreement, dated as of July 28, 2010, by and between
Centro NP Roosevelt Mall Owner, LLC and JPMorgan Chase
Bank, N.A., as lender
S­11
File No.
333­190002
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for
the benefit of JPMorgan Chase Bank, N.A., as lender (regarding
Loan Agreement with Centro NP Roosevelt Mall Owner, LLC) 10.14
10/17/2013
10.15
10.19* 2013 Omnibus Incentive Plan
S­11
333­190002
9/23/2013
10.18
10.20* Form of Director and Officer Indemnification Agreement
S­11
333­190002
8/23/2013
10.19
Employment Agreement, dated November 1, 2011, between BPG
Subsidiary Inc. and Michael A. Carroll
S­11
Employment Agreement, dated June 24, 2013, between BPG
Subsidiary Inc. and Michael V. Pappagallo
S­11
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
S­11
Employment Agreement, dated November 1, 2011, between BPG
Subsidiary Inc. and Dean Bernstein
S­11
Employment Agreement, dated February 12, 2016, between
Brixmor Property Group Inc. and Daniel B. Hurwitz
Employment Agreement, dated February 15, 2016, between
Brixmor Property Group Inc. and Barry Lefkowitz
8/23/2013
333­190002
Employment Agreement, dated November 1, 2011, between BPG
Subsidiary Inc. and Steven F. Siegel
Employment Agreement, dated October 19, 2015, between
Brixmor Property Group Inc. and Michael Hyun
333­190002
8/23/2013
333­190002
10.20
10.21
8/23/2013
333­190002
10.23
8/23/2013
10.24
X
8­K
001­36160
8­K
001­36160
Form of Brixmor Property Group Inc. Restricted Stock Grant and
Acknowledgment
S­11
Form of BPG Subsidiary Inc. Restricted Stock Grant and
Acknowledgment
S­11
2/16/2016
333­190002
10.1
10/4/2013
333­190002
10.2
2/16/2016
10.26
10/4/2013
10.27
10.30* Form of Restricted Stock Unit Agreement
10­Q
001­36160
4/27/2015
10.1
10.31* Form of LTIP Unit Agreement
10­Q
001­36160
4/27/2015
10.2
10.32*
10.33*
Filed
Herewith
10.13
10/17/2013
333­190002
Exhibit
Number
10/17/2013
333­190002
S­11
Date of
Filing
Separation Agreement and Release, dated February 7, 2016 by
and between the Company and Michael A. Carroll
8­K
Separation Agreement and Release, dated February 5, 2016 by
and between the Company and Michael V. Pappagallo
001­36160
8­K
001­36160
­ 64 ­
2/8/2016
10.1
2/8/2016
10.2
Exhibit
Number
10.34*
Exhibit Description
Separation Agreement and Release, dated February 7, 2016 by
and between the Company and Steven A. Splain
10.35 Form of Director Restricted Stock Award Agreement
12.1
Incorporated by Reference
Form
8­K
Computation of Consolidated Ratio of Earnings to Fixed
Charges and Consolidated Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
File No.
001­36160
S­11
—
Date of
Filing
—
2/8/2016
333­190002
Exhibit
Number
—
Filed
Herewith
10.3
10/4/2013
10.30
—
x
21.1 Subsidiaries of the Brixmor Property Group Inc.
—
—
—
—
x
21.1 Subsidiaries of the Brixmor Operating Partnership LP
—
—
—
—
x
23.1
Consent of Deloitte & Touche LLP for Brixmor Property Group
Inc.
—
23.2 Consent of Ernst & Young LLP for Brixmor Property Group Inc. —
23.3
—
23.4
31.1
31.2
31.3
31.4
32.1
Consent of Deloitte & Touche LLP for Brixmor Operating
Partnership LP
Consent of Ernst & Young LLP for Brixmor Operating
Partnership LP
—
—
—
Brixmor Property Group Inc. Certification of Chief Financial
Officer pursuant to Rule 13a­14(a)/15d­14(a) of the Securities
Exchange Act of 1934 as adopted pursuant to Section 302 of the
Sarbanes­Oxley Act of 2002
—
Brixmor Operating Partnership LP Certification of Chief
Executive Officer pursuant to Rule 13a­14(a)/15d­14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes­Oxley Act of 2002
—
Brixmor Operating Partnership LP Certification of Chief
Financial Officer pursuant to Rule 13a­14(a)/15d­14(a) of the
Securities Exchange Act of 1934 as adopted pursuant to Section
302 of the Sarbanes­Oxley Act of 2002
—
Brixmor Property Group Inc. Certification of Chief Executive
Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes­Oxley
Act of 2002
—
—
­ 65 ­
—
—
—
—
—
—
x
—
—
x
x
x
—
—
x
—
x
x
—
—
—
—
—
—
x
—
—
—
—
—
—
—
Brixmor Property Group Inc. Certification of Chief Executive
Officer pursuant to Rule 13a­14(a)/15d­14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes­Oxley Act of 2002
—
x
Exhibit
Number
32.2
Exhibit Description
Brixmor Operating Partnership LP Certification of Chief
Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes­Oxley Act of 2002
Incorporated by Reference
Form
—
File No.
—
Date of
Filing
—
Exhibit
Number
—
Filed
Herewith
x
99.1 Section 13(r) Disclosure
—
—
—
—
x
99.2 Property List
—
—
—
—
x
99.3
Information relating to Part II, Item 14 “Other Expenses of
Issuance and Distribution” of the Registration Statement (File
No. 333­201464­01).
101.INS XBRL Instance Document
8­K
001­36160
1/21/2015
99.1
—
—
—
—
x
101.SCH XBRL Taxonomy Extension Schema Document
—
—
—
—
x
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
—
—
—
—
x
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
—
—
—
—
x
101.LAB XBRL Taxonomy Extension Label Linkbase Document
—
—
—
—
x
—
—
—
—
x
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Indicates management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the
agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or
other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made
or at any other time.
­ 66 ­
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
BRIXMOR PROPERTY GROUP INC.
Date: February 29, 2016
Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer)
BRIXMOR OPERATING PARTNERSHIP LP
Date: February 29, 2016
Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer)
By: /s/Daniel B. Hurwitz
By: /s/Daniel B. Hurwitz
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date: February 29, 2016
By: /s/Daniel B. Hurwitz
Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer, Director, Sole Director of Sole Member of
General Partner of Operating Partnership)
Date: February 29, 2016
Barry Lefkowitz
Interim Chief Financial Officer
(Principal Financial Officer)
Date: February 29, 2016
Michael Cathers
Interim Chief Accounting Officer
(Principal Accounting Officer)
Date: February 29, 2016
John G. Schreiber
Chairman of the Board of Directors
Date: February 29, 2016
Michael Berman
Director
Date: February 29, 2016
Anthony W. Deering
Director
Date: February 29, 2016
Thomas W. Dickson
Director
Date: February 29, 2016
Jonathan D. Gray
Director
Date: February 29, 2016
William D. Rahm
Director
­ 67 ­
By: /s/Barry Lefkowitz
By: /s/Michael Cathers
By: /s/John G. Schreiber
By: /s/Michael Berman
By: /s/Anthony W. Deering
By: /s/Thomas W. Dickson
By: /s/Jonathan D. Gray
By: /s/William D. Rahm
Date: February 29, 2016
By: /s/William J. Stein
William J. Stein
Director
Date: February 29, 2016
Gabrielle Sulzberger
Director
­ 68 ­
By: /s/Gabrielle Sulzberger
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
Form 10­K
Page
CONSOLIDATED STATEMENTS
Reports of Independent Registered Public Accounting Firms
Brixmor Property Group Inc.:
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013
Consolidated Statement of Changes in Equity for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013
Consolidated Statement of Changes in Capital for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II ­ Valuation and Qualifying Accounts
F­43
Schedule III ­ Real Estate and Accumulated Depreciation
F­44
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
1
2
F­2
F­10
F­11
F­12
F­13
F­14
F­15
F­16
F­17
F­18
F­19
F­20
­ F­1 ­
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Brixmor Property Group Inc. and Subsidiaries
New York, New York
We have audited the accompanying consolidated balance sheet of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2015, and the related
consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for the year ended December 31, 2015. Our audit also included the
financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements and financial statement schedules based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Brixmor Property Group Inc. and Subsidiaries at December
31, 2015, and the results of their operations and their cash flows for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial
reporting as of December 31, 2015, based on the criteria established in Internal Control ­ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 29, 2016 expressed an adverse opinion on the Company’s internal control over financial reporting due to a material
weakness.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 29, 2016
­ F­2 ­
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Brixmor Property Group Inc. and Subsidiaries
New York, New York
We have audited Brixmor Property Group Inc.’s and Subsidiaries (the “Company”) internal control over financial reporting of as of December 31, 2015, based on criteria
established in Internal Control ­ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”). The
Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness in entity level controls
has been identified and included in management's assessment:
The control environment, the first component in the COSO Framework, provides the basis for carrying out internal controls across the organization and places responsibility on
senior management to establish the tone at the top of the organization, including demonstrated commitment to integrity and ethical values throughout the organization. The
Audit Committee of the Board of Directors conducted a review that led the Board of Directors to conclude that specific Company personnel, in certain instances, were directly
involved and/or supervised persons directly involved in smoothing income items, both up and down, between reporting periods in an effort to achieve consistent quarterly same
property net operating income growth, an industry non­GAAP financial measure. Based on these findings, we concluded that there was a deficiency in the control environment
specifically because the foregoing actions failed to demonstrate commitment to integrity and ethical values and senior management did not set an appropriate tone at the top.
Although the actual amount of financial statement misstatement resulting from these actions was not
­ F­3 ­
significant, because of the override of controls that occurred at senior levels of management, we have concluded that the potential for material misstatement of the financial
statements was more than remote. Accordingly, we have determined that this control deficiency constitutes a material weakness.
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and financial
statement schedules as of and for the year ended December 31, 2015, of the Company and this report does not affect our report on such financial statements and financial
statement schedules.
In our opinion, because of the effect of the material weakness identified above on the achievement of the objectives of the control criteria, the Company has not maintained
effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control ­ Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial
statement schedules as of and for the year ended December 31, 2015, of the Company and our report dated February 29, 2016 expressed an unqualified opinion on those financial
statements and financial statement schedules.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 29, 2016
­ F­4 ­
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Brixmor Property Group Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2014, and the related
consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the two years in the period ended December 31, 2014. Our
audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and schedules are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brixmor Property Group Inc. and
Subsidiaries at December 31, 2014, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2014, in
conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the financial
statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
New York, New York February 19, 2015
­ F­5 ­
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Partners of
Brixmor Operating Partnership LP and Subsidiaries
New York, New York
We have audited the accompanying consolidated balance sheet of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2015, and
the related consolidated statements of operations, comprehensive income (loss), changes in capital, and cash flows for the year ended December 31, 2015. Our audit also included
the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Operating Partnership's
management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Brixmor Operating Partnership LP and Subsidiaries at
December 31, 2015, and the results of their operations and their cash flows for the year ended December 31, 2015, in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Operating Partnership's internal control over
financial reporting as of December 31, 2015, based on the criteria established in Internal Control ­ Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 29, 2016 expressed an adverse opinion on the Operating Partnership’s internal control over financial
reporting due to a material weakness.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 29, 2016
­ F­6 ­
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Partners of
Brixmor Operating Partnership LP and Subsidiaries
New York, New York
We have audited Brixmor Operating Partnership LP’s and Subsidiaries (the “Operating Partnership”) internal control over financial reporting of as of December 31, 2015, based on
criteria established in Internal Control ­ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
The Operating Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Operating Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Operating Partnership’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness in entity
level controls has been identified and included in management's assessment:
The control environment, the first component in the COSO Framework, provides the basis for carrying out internal controls across the organization and places responsibility on
senior management to establish the tone at the top of the organization, including demonstrated commitment to integrity and ethical values throughout the organization. The
Audit Committee of the Board of Directors conducted a review that led the Board of Directors to conclude that specific Operating Partnership personnel, in certain instances, were
directly involved and/or supervised persons directly involved in smoothing income items, both up and down, between reporting periods in an effort to achieve consistent
quarterly same property net operating income growth, an industry non­GAAP financial measure. Based on these findings, we concluded that there was a deficiency in the control
environment specifically because the foregoing actions failed to demonstrate commitment to integrity and ethical values and senior management did not set an appropriate tone at
the top. Although the actual amount of financial statement misstatement resulting from
­ F­7 ­
these actions was not significant, because of the override of controls that occurred at senior levels of management, we have concluded that the potential for material misstatement
of the financial statements was more than remote. Accordingly, we have determined that this control deficiency constitutes a material weakness.
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and financial
statement schedules as of and for the year ended December 31, 2015, of the Operating Partnership and this report does not affect our report on such financial statements and
financial statement schedules.
In our opinion, because of the effect of the material weakness identified above on the achievement of the objectives of the control criteria, the Operating Partnership has not
maintained effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control ­ Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial
statement schedules as of and for the year ended December 31, 2015, of the Operating Partnership and our report dated February 29, 2016 expressed an unqualified opinion on
those financial statements and financial statement schedules.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 29, 2016
­ F­8 ­
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Partners of Brixmor Operating Partnership LP and Subsidiaries
We have audited the accompanying consolidated balance sheet of Brixmor Operating Partnership LP and subsidiaries (the “Operating Partnership”) as of December 31, 2014 and
the related consolidated statements of operations, comprehensive income (loss), changes in capital, and cash flows for each of the two years in the period ended December 31,
2014. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and schedules are the responsibility of the Operating
Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brixmor Operating Partnership LP and
Subsidiaries at December 31, 2014, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2014, in
conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the financial
statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
New York, New York February 19, 2015
­ F­9 ­
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
December 31,
2015
Assets
Real estate
Land
$
Buildings and improvements
Accumulated depreciation and amortization
Real estate, net
Investments in and advances to unconsolidated joint ventures
December 31,
2014
2,011,947
8,920,903
8,801,834
10,932,850
10,802,249
(1,880,685)
(1,549,234)
9,052,165
9,253,015
5,019
$
2,000,415
5,072
Cash and cash equivalents
69,528
60,595
Restricted cash
41,462
53,164
Marketable securities
23,001
20,315
Receivables, net of allowance for doubtful accounts of $16,587 and $14,070
180,486
182,424
Deferred charges and prepaid expenses, net
109,149
94,269
17,197
13,059
9,498,007
Other assets
Total assets
$
Liabilities
Debt obligations, net
$
Accounts payable, accrued expenses and other liabilities
Total liabilities
Commitments and contingencies (Note 13)
Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 299,138,450 and
296,552,142 shares issued and outstanding
Additional paid in capital
Accumulated other comprehensive loss
Distributions in excess of net income
Total stockholders’ equity
Non­controlling interests
Total equity
$
Total liabilities and equity
The accompanying notes are an integral part of these consolidated financial statements.
F­10
$
9,681,913
5,974,266
603,439
679,102
6,577,705
6,701,610
—
$
6,022,508
—
2,991
2,966
3,270,246
3,223,941
(2,509)
(4,435)
(400,945)
(318,762)
2,869,783
2,903,710
50,519
76,593
2,920,302
9,498,007
2,980,303
$
9,681,913
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended December 31,
2015
Revenues
Rental income
$
Expense reimbursements
Other revenues
Total revenues
984,548
276,032
5,400
1,265,980
Operating expenses
Operating costs
Real estate taxes
Depreciation and amortization
Provision for doubtful accounts
Impairment of real estate assets
General and administrative
Total operating expenses
129,477
180,911
417,935
9,540
1,005
98,454
837,322
315
Gain on sale of real estate assets and acquisition of joint venture interest
Gain (loss) on extinguishment of debt, net
Other
Total other income (expense)
Income (loss) before equity in income of unconsolidated joint ventures
(245,012)
11,744
1,720
(348)
(231,581)
197,077
459
—
197,536
Discontinued operations
Gain on disposition of operating properties
Impairment of real estate held for sale
Income (loss) from discontinued operations
Net income (loss)
Net (income) loss attributable to non­controlling interests
Net income (loss) attributable to Brixmor Property Group Inc.
Preferred stock dividends
268,035
242,803
7,849
16,135
1,236,599
1,146,404
—
—
—
—
197,536
116,522
179,504
168,468
441,630
438,547
11,537
10,899
—
1,531
80,175
121,082
841,994
857,049
(3,816)
193,720
(150)
(343,193)
2,223
(13,761)
(20,028)
(8,431)
(11,014)
(284,024)
(371,180)
110,581
370
1,167
1,820
—
112,771
(80,658)
4,909
3,505
15,171
3,392
—
(45,122)
20,080
(38,225)
132,851
(118,883)
(43,849)
25,349
89,002
(93,534)
(162)
Per common share:
Income (loss) from continuing operations:
$
Diluted
0.65
0.65
Net income (loss) attributable to common stockholders:
$
$
88,852
$
$
(81,825)
(150)
$
832
Net income (loss) attributable to common stockholders
Basic
193,570
378
887,466
129,148
(262,812)
$
Income from discontinued operations
602
Gain on disposition of investments in unconsolidated joint ventures
Equity in income of unconsolidated joint ventures
Income (loss) from continuing operations
960,715
Dividends and interest
Interest expense
$
2013
Other income (expense)
2014
$
(93,696)
0.36
$
(0.33)
0.36
$
(0.33)
Basic
$
0.65
$
0.36
$
(0.50)
Diluted
$
0.65
$
0.36
$
(0.50)
Weighted average shares:
Basic
298,004
243,390
188,993
Diluted
305,017
244,588
188,993
The accompanying notes are an integral part of these consolidated financial statements.
­ F­11 ­
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31,
2015
Net income (loss)
$
Other comprehensive income (loss)
197,536
2014
$
132,851
2013
$
(118,883)
2,372
5
135,228
(125,656)
(3,816)
(43,849)
25,349
$
195,646
Comprehensive income (loss) attributable to Brixmor Property Group Inc.
The accompanying notes are an integral part of these consolidated financial statements.
91,379
Unrealized gain (loss) on interest rate hedges
1,986
Unrealized gain (loss) on marketable securities
(60)
Comprehensive income (loss)
199,462
Comprehensive (income) loss attributable to non­controlling interests
­ F­12 ­
$
(6,795)
22
$
(100,307)
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in thousands)
Common Stock
Number
Additional Paid in
Capital
1,822
$
1,746,271
Amount
182,242
Common stock dividends
—
—
—
Distributions to non­controlling interests
—
—
—
Issuance of non­core series A
—
—
Issuance of OP units for Acquired Properties
—
—
Compensation expense relating to Class B Units
—
—
47,438
Redemption of preferred stock
—
Preferred stock dividends
Issuance of common stock
Beginning balance, January 1, 2013
Proceeds from initial public offering
Other comprehensive loss
Declared but unpaid dividends and distributions
($0.127 per common share)
Reallocation of non­controlling interest in the OP
and BPG Sub.
Net loss
Ending balance, December 31, 2013
Accumulated
Other
Comprehensive
Loss
Distributions in
excess of net
income
—
(47,280)
(25,219)
—
—
—
(25,219)
—
—
186,935
—
—
—
—
317,556
317,556
27,487
—
—
8,908
36,395
475
893,385
—
—
893,860
—
—
—
—
(1,250)
—
—
—
—
(162)
(151)
(313)
9
—
—
—
—
—
—
—
—
—
—
—
(6,773)
—
—
—
—
(38,639)
—
—
64,732
—
—
—
—
—
229,689
2,297
2,543,690
$
(186,935)
(1,250)
$
(6,773)
$
(6,812)
554,859
Total
$
(47,280)
$
Non­controlling
Interests
(39)
$
(26,559)
(29,172)
—
$
(9,467)
(64,732)
(26,637)
942,052
(93,534)
(196,707)
$
$
$
2,276,354
—
(120,171)
$
3,284,520
Common stock dividends ($0.825 per common
share)
—
—
—
—
Distributions to non­controlling interests
—
—
—
—
—
Redemption of Series A
—
—
6,222
—
—
Equity based compensation expense
—
—
7,588
—
—
Preferred stock dividends
—
—
—
—
—
(150)
(150)
Acquisition of non­controlling interests
—
—
437
—
—
(1,437)
(1,000)
Other comprehensive income
Conversion of Operating Partnership units into
common stock
—
—
—
2,377
—
2,377
66,863
669
666,004
—
—
(666,673)
—
—
—
—
—
89,002
42,668
131,670
296,552
2,966
3,223,941
(318,762)
76,593
Net income
Ending balance, December 31, 2014
$
$
$
(4,435)
(211,057)
$
—
—
—
—
Distributions to non­controlling interests
—
—
—
—
—
Equity based compensation expense
—
—
22,841
—
—
Preferred stock dividends
—
—
—
—
—
Issuance of common stock and OP Units
67
—
(743)
—
Other comprehensive income
—
—
—
1,926
Share­based awards retained for taxes
Conversion of Operating Partnership units into
common stock
—
—
(920)
2,519
25
25,127
—
—
—
299,138
2,991
3,270,246
Ending balance, December 31, 2015
$
$
$
(40,331)
(40,331)
(201,400)
(195,178)
1,864
—
$
9,452
$
2,980,303
(275,903)
(5,843)
490
23,331
(150)
(150)
—
765
22
—
—
1,926
—
—
—
(920)
—
—
(25,152)
—
—
193,720
3,816
(400,945)
50,519
(2,509)
$
(275,903)
The accompanying notes are an integral part of these consolidated financial statements.
­ F­13 ­
(211,057)
Common stock dividends ($0.92 per common share)
Net income
—
—
(5,843)
$
197,536
$
2,920,302
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2015
Operating activities:
Net income (loss)
197,536
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
Debt premium and discount amortization
Deferred financing cost amortization
Above­ and below­market lease intangible amortization
Impairment of real estate assets
Gain on disposition of operating properties, disposition of investments in unconsolidated joint ventures and acquisition of joint venture interest
Equity based compensation
Other
(Gain) loss on extinguishment of debt, net
417,935
(18,065)
8,302
(47,757)
1,005
(11,744)
23,331
358
(5,306)
Restricted cash
Receivables
Deferred charges and prepaid expenses
Other assets
Accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities
1,829
(40,460)
(43)
(2,923)
Improvements to and investments in real estate assets
Acquisitions of real estate assets
Proceeds from sales of real estate assets
Distributions from unconsolidated joint ventures
Contributions to unconsolidated joint ventures
Change in restricted cash attributable to investing activities
Purchase of marketable securities
Proceeds from sale of marketable securities
Net cash used in investing activities
(52,208)
54,236
—
—
1,675
(24,278)
21,441
(189,068)
Financing activities:
Repayment of debt obligations and financing liabilities
—
Repayment of borrowings under unsecured revolving credit facility
Proceeds from borrowings under unsecured credit facility
Proceeds from unsecured term loan and notes
Deferred financing costs
Redemption of preferred stock
Distributions to common stockholders
Distributions to non­controlling interests
Repurchase of common shares in conjunction with equity award plans
Net cash used in financing activities
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,749, $4,047 and $4,968
$
State and local taxes paid
Net carrying value of properties distributed to non­controlling owners
Assumed mortgage debt through acquisition
Fair value of Operating Partnership units issued for acquisition of real estate assets
The accompanying notes are an integral part of these consolidated financial statements.
­ F­14 ­
(20,973)
8,691
10,831
(45,536)
(51,379)
46,653
(17,369)
(5,615)
9,452
36,395
(325)
(1,165)
(245)
16,498
16,920
5,562
(5,347)
(17,055)
(29,413)
(22,826)
2,901
(12,701)
767
479,210
331,990
(150,461)
—
(6,377)
6,835
58,994
454
593
—
(25)
4,483
8,108
(23,123)
(12,737)
25,197
15,538
(200,832)
(86,367)
1,015,000
1,188,146
—
—
(268,281)
(26,314)
(823)
(336,024)
8,933
—
(720,047)
60,595
69,528
2,278
600,000
—
(27,529)
—
893,860
—
(1,250)
(173,147)
(47,442)
(68,611)
(26,692)
7,000
—
—
(234,806)
(53,320)
113,915
60,595
10,817
103,098
$
113,915
282,639
1,889
—
(914,108)
2,534,286
(331,698)
$
57,000
244,067
(2,702,931)
1,119,343
—
$
(2,995)
(1,086,241)
(1,118,475)
Supplemental non­cash investing and/or financing activities:
(20,413)
(214,678)
(3,159)
Proceeds from issuance of common stock
450,279
(1,122,118)
Proceeds from debt obligations
(189,934)
(118,883)
442,236
409
—
10,027
Investing activities:
132,851
534,025
2013
Changes in operating assets and liabilities:
2014
$
342,950
2,013
178,969
—
—
—
—
317,556
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
December 31,
2015
Assets
Real estate
Land
$
Buildings and improvements
Accumulated depreciation and amortization
Real estate, net
Investments in and advances to unconsolidated joint ventures
December 31,
2014
2,011,947
8,920,903
8,801,834
10,932,850
10,802,249
(1,880,685)
(1,549,234)
9,052,165
9,253,015
5,019
$
2,000,415
5,072
Cash and cash equivalents
69,506
60,450
Restricted cash
41,462
53,164
Marketable securities
22,791
20,113
Receivables, net of allowance for doubtful accounts of $16,587 and $14,070
180,486
182,424
Deferred charges and prepaid expenses, net
109,149
94,269
17,197
13,059
9,497,775
Other assets
Total assets
$
Liabilities
Debt obligations, net
$
Accounts payable, accrued expenses and other liabilities
Total liabilities
Commitments and contingencies (Notes 13)
Capital
Partnership common units: 304,366,215 and 304,246,750 units issued and outstanding
603,439
679,102
6,577,705
6,701,610
—
$
Total liabilities and capital
The accompanying notes are an integral part of these consolidated financial statements.
­ F­15 ­
$
6,022,508
—
(2,495)
Total capital
9,681,566
5,974,266
2,922,565
Accumulated other comprehensive loss
$
2,984,381
2,920,070
9,497,775
(4,425)
2,979,956
$
9,681,566
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended December 31,
2015
Revenues
Rental income
$
Expense reimbursements
Other revenues
Total revenues
984,548
276,032
5,400
1,265,980
Operating expenses
Operating costs
Real estate taxes
Depreciation and amortization
Provision for doubtful accounts
Impairment of real estate assets
General and administrative
Total operating expenses
129,477
180,911
417,935
9,540
1,005
98,454
837,322
315
Gain on sale of real estate assets and acquisition of joint venture interest
Gain (loss) on extinguishment of debt, net
Other
Total other income (expense)
Income (loss) before equity in income of unconsolidated joint ventures
(245,012)
11,744
1,720
(348)
(231,581)
197,077
459
—
197,536
Discontinued operations
Gain on disposition of operating properties
Impairment of real estate held for sale
Income (loss) from discontinued operations
Net income (loss)
Net income attributable to non­controlling interests
Net income (loss) attributable to:
Series A interest
$
$
Net income (loss) attributable to Brixmor Operating Partnership LP
Partnership common units
268,035
242,803
7,849
16,135
1,236,599
1,146,404
—
—
—
—
116,522
179,504
168,468
441,630
438,547
11,537
10,899
—
1,531
80,175
121,078
841,994
857,045
—
197,536
$
197,536
197,536
$
$
825
(343,193)
2,223
(13,761)
(20,028)
(8,431)
(11,005)
(284,024)
(371,178)
110,581
(81,819)
370
1,167
1,820
—
112,771
(80,652)
4,909
3,505
15,171
3,392
—
(45,122)
20,080
(38,225)
132,851
(1,181)
131,670
—
378
197,536
887,466
129,148
(262,812)
$
Income from discontinued operations
602
Gain on disposition of investments in unconsolidated joint ventures
Equity in income of unconsolidated joint ventures
Income (loss) from continuing operations
960,715
Dividends and interest
Interest expense
$
2013
Other income (expense)
2014
(118,877)
(1,355)
$
(120,232)
21,014
110,656
131,670
$
3,451
(123,683)
Net income (loss) attributable to Brixmor Operating Partnership LP
$
$
Per common unit:
Income (loss) from continuing operations:
(120,232)
Basic
$
0.65
$
0.36
$
(0.33)
Diluted
$
0.65
$
0.36
$
(0.33)
Net income (loss) attributable to partnership common units:
Basic
$
0.65
$
0.36
$
(0.50)
Diluted
$
0.65
$
0.36
$
(0.50)
Weighted average number of partnership common units:
Basic
Diluted
303,992
305,017
The accompanying notes are an integral part of these consolidated financial statements.
­ F­16 ­
302,540
250,109
303,738
250,109
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31,
2015
Net income (loss)
$
Other comprehensive income (loss)
Unrealized gain (loss) on interest rate hedges
197,536
(56)
Comprehensive income (loss)
Comprehensive income attributable to non­controlling interests
Comprehensive income (loss) attributable to Brixmor Operating Partnership LP
$
Comprehensive income (loss) attributable to:
Series A interest
$
Partnership common units
­ F­17 ­
199,466
—
199,466
132,851
2,372
—
135,223
(1,181)
$
—
199,466
$
$
2013
$
(118,877)
134,042
$
199,466
Comprehensive loss attributable to Brixmor Operating Partnership LP
The accompanying notes are an integral part of these consolidated financial statements.
$
1,986
Unrealized gain (loss) on marketable securities
2014
(6,795)
34
(125,638)
(1,355)
$
(126,993)
21,014
113,028
134,042
$
3,451
(130,444)
$
(126,993)
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL
(in thousands)
Partnership Common
Units
2,269,203
Contributions from partners
893,860
Distributions to partners
(59,359)
(186,935)
Beginning balance, January 1, 2013
$
Issuance of Series A interest
Equity based compensation expense
Issuance of OP units for acquired properties
Other comprehensive loss
Declared but unpaid dividends and distributions
Net income (loss)
Ending balance, December 31, 2013
$
Distributions to partners
Series A Interest
Accumulated Other
Comprehensive Income
(Loss)
Non­controlling Interests
(36)
$
1,370
Total
—
—
—
—
893,860
(10,000)
—
—
(69,359)
186,935
—
—
—
36,395
—
—
—
36,395
317,556
—
—
—
317,556
—
—
—
(6,761)
(38,639)
—
—
—
(38,639)
(123,683)
3,451
—
67
(120,165)
180,386
1,437
3,108,398
$
$
(250,784)
$
(6,761)
$
(6,797)
—
$
$
$
2,270,537
3,283,424
—
—
(250,784)
—
—
(195,178)
—
9,452
(1,000)
Redemption of Series A interest
6,222
Equity based compensation expense
9,452
—
—
437
—
—
—
—
2,372
—
2,372
110,656
21,014
—
—
131,670
2,984,381
—
—
Acquisition of non­controlling interests
Other comprehensive income
Net income
Ending balance, December 31, 2014
$
Distributions to partners
Equity based compensation expense
Other comprehensive income
Issuance of OP Units
Share­based awards retained for taxes
Net income
Ending balance, December 31, 2015
$
(201,400)
$
(281,785)
23,331
—
22
(920)
197,536
2,922,565
$
(4,425)
$
—
—
—
—
—
—
—
$
$
—
—
1,930
—
—
—
(2,495)
The accompanying notes are an integral part of these consolidated financial statements.
­ F­18 ­
(1,437)
$
$
2,979,956
—
(281,785)
—
23,331
—
1,930
—
22
—
(920)
—
—
197,536
$
2,920,070
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2015
Operating activities:
Net income (loss)
$
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
Debt premium and discount amortization
Deferred financing cost amortization
Above­ and below­market lease intangible amortization
Impairment of real estate assets
Gain on disposition of operating properties, disposition of investments in unconsolidated joint ventures and acquisition of joint venture interest
Equity based compensation
Other
(Gain) loss on extinguishment of debt, net
197,536
417,935
(18,065)
8,302
(47,757)
1,005
(11,744)
23,331
358
(5,306)
Restricted cash
Receivables
Deferred charges and prepaid expenses
Other assets
Accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities
Improvements to and investments in real estate assets
Acquisitions of real estate assets
Proceeds from sales of real estate assets
Distributions from unconsolidated joint ventures
Contributions to unconsolidated joint ventures
Change in restricted cash attributable to investing activities
Purchase of marketable securities
Proceeds from sale of marketable securities
Net cash used in investing activities
1,829
(40,460)
(43)
(2,923)
(189,934)
(52,208)
54,236
—
—
1,675
(24,275)
21,441
(189,065)
Repayment of debt obligations and financing liabilities
Proceeds from debt obligations
—
Repayment of borrowings under unsecured revolving credit facility
Proceeds from borrowings under unsecured credit facility
Proceeds from unsecured term loan and notes
Deferred financing costs
(1,118,475)
1,015,000
1,188,146
—
Partners distributions
Distributions to non­controlling interests
Net cash used in financing activities
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,749, $4,047 and $4,968
$
State and local taxes paid
Net carrying value of properties distributed to non­controlling owners
Assumed mortgage debt through acquisition
Fair value of Operating Partnership units issued for acquisition of real estate assets
The accompanying notes are an integral part of these consolidated financial statements.
­ F­19 ­
(20,973)
8,691
10,831
(45,536)
(51,379)
46,653
(17,369)
(5,615)
9,452
36,395
(325)
(1,165)
(245)
16,498
16,920
5,562
(5,347)
(17,055)
(29,413)
(22,826)
2,901
(12,696)
759
479,217
331,988
(150,461)
—
(6,377)
6,835
58,994
454
593
—
(25)
4,493
8,114
(23,123)
(12,737)
25,197
15,538
(200,822)
(86,361)
(19,870)
(335,904)
9,056
(720,047)
60,450
69,506
$
2,278
$
7,000
—
(914,108)
2,534,286
600,000
—
(27,529)
893,860
(226,545)
(69,359)
(14,466)
(1,321)
(330,951)
(230,102)
(52,556)
113,006
60,450
15,525
97,481
$
113,006
282,639
1,889
—
57,000
244,067
(2,702,931)
1,119,343
—
(2,995)
(275,428)
—
Supplemental non­cash investing and/or financing activities:
(20,413)
(1,086,241)
(3,159)
Partners contributions
450,279
(214,678)
(118,877)
(1,122,118)
$
442,236
411
Financing activities:
132,851
—
10,027
Investing activities:
$
534,025
2013
Changes in operating assets and liabilities:
2014
$
342,950
2,013
178,969
—
—
—
—
317,556
BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, unless otherwise stated)
1. Nature of Business and Financial Statement Presentation
Description of Business
Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally­managed REIT. Brixmor Operating Partnership LP and subsidiaries
(collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The
Parent Company owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the
sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition and anchor space repositioning /
redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating
Partnership. The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively the “Company” or “Brixmor”) owns and
operates the largest wholly­owned portfolio of grocery­anchored community and neighborhood shopping centers in the United States. Our portfolio is comprised of 518 shopping
centers totaling approximately 87 million square feet of gross leasable area (the “Portfolio”). 517 of these shopping centers are 100% owned. Our high quality national Portfolio is
well diversified by geography, tenancy and retail format.
As of December 31, 2015, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 98.3% of the outstanding
partnership common units of interest in the Operating Partnership (“OP Units”). Certain investments funds affiliated with The Blackstone Group L.P. (together with such affiliated
funds, “Blackstone”) and certain members of the Parent Company’s current and former management collectively owned the remaining 1.7% of the outstanding OP Units. Holders
of OP Units (other than BPG Sub and the General Partner) may redeem their OP Units for cash based upon the market value of an equivalent number of shares of the Parent
Company’s common stock or, at the Parent Company’s election, exchange their OP Units for shares of the Parent Company’s common stock on a one­for­one basis subject to
customary conversion rate adjustments for splits, unit distributions and reclassifications. The number of OP Units in the Operating Partnership beneficially owned by the Parent
Company is equivalent to the number of outstanding shares of the Parent Company’s common stock, and the entitlement of all OP Units to quarterly distributions and payments in
liquidation is substantially the same as those of the Parent Company’s common stockholders.
The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company
continues to believe it has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).
Basis of Presentation
The financial information included herein reflects the consolidated financial position of the Company as of December 31, 2015 and 2014 and the consolidated results of its
operations and cash flows for the years ended December 31, 2015, 2014 and 2013. Certain prior period balances in the accompanying Consolidated Balance Sheets have been
reclassified to conform to the current period presentation for the adoption of Accounting Standards Update (“ASU”) 2015­03,“Interest ­ Imputation of Interest (Topic 835):
Simplifying the Presentation of Debt Issuance Costs.”
Principles of Consolidation and Use of Estimates
The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all
other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Parent Company and the Operating Partnership are
presented as non­controlling interests as of and during the periods presented. All intercompany transactions have been eliminated.
When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i) whether the entity is a variable interest entity (“VIE”), (ii) in the
event the entity is a VIE, whether the Company is the primary beneficiary of the entity, and (iii) in the event the entity is not a VIE, whether the Company otherwise has a
controlling financial interest.
­ F­20 ­
The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary beneficiary and (ii) entities that are not VIEs which the Company
controls. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of
accounting. Similarly, for those entities which are not VIEs and over which the Company has the ability to exercise significant influence, the Company accounts for its interests
under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary
beneficiary.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the
reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to impairments of real estate, recovery of receivables
and depreciable lives. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management
evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual
results could differ from these estimates.
Subsequent Events
In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2015 for recognition or disclosure purposes.
Based on this evaluation, except as noted below, there were no subsequent events from December 31, 2015 through the date the financial statements were issued.
On February 8, 2016, the Company filed a Current Report on Form 8­K (the “February 8­K”) reporting the completion of a review by the Audit Committee of the Board of
Directors of Brixmor Property Group Inc. (the “Audit Committee”). The Audit Committee’s review began after the Company received information in late December 2015 through
its established compliance processes (the “Audit Committee review”). The Audit Committee review led the Board of Directors to conclude that specific Company accounting and
financial reporting personnel, in certain instances, were smoothing income items, both up and down, between reporting periods in an effort to achieve consistent quarterly same
property net operating income growth, an industry non­GAAP financial measure.
As reported in the February 8­K, following the Audit Committee review, the Company’s Chief Executive Officer, President and Chief Financial Officer, and Treasurer and Chief
Accounting Officer resigned from all positions with the Company and its subsidiaries. In addition, an accounting employee also resigned. Following these resignations, the Board
of Directors appointed Daniel B. Hurwitz as interim Chief Executive Officer, Barry Lefkowitz as interim Chief Financial Officer and Michael Cathers as interim Chief Accounting
Officer. Mr. Hurwitz also replaced the Company’s former chief executive officer as a member of the Company’s Board of Directors.
Non­controlling Interests
The Company accounts for non­controlling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the
Financial Accounting Standards Board (“FASB”). Non­controlling interests represent the portion of equity that the Company does not own in those entities that it consolidates.
The Company identifies its non­controlling interests separately within the Equity section of the Company’s Consolidated Balance Sheets. The amounts of consolidated net
earnings attributable to the Company and to the non­controlling interests are presented separately on the Company’s Consolidated Statements of Operations.
Cash and Cash Equivalents
For purposes of presentation on both the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows, the Company considers instruments with an original
maturity of three months or less to be cash and cash equivalents.
Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates this risk by
investing in or through major financial institutions and primarily in funds that are insured by the United States federal government. Restricted Cash
Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real estate taxes, debt service, insurance, and future capital
expenditures as required by certain loan and lease agreements as well as legally restricted tenant security deposits. All restricted cash is invested in money market accounts.
­ F­21 ­
Real Estate
Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating
properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities
(consisting of above and below­market leases, in­place leases and tenant relationships), and assumed debt based on an evaluation of available information. Based on these
estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.
The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If information regarding the fair
value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a prospective basis.
The Company expenses transaction costs associated with business combinations in the period incurred.
In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value of above­market and below­market leases is estimated based
on the present value (using an interest rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the
leases negotiated and in­place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period
equal to the remaining non­cancelable term of the lease. The capitalized above­market or below­market intangible is amortized as a reduction of, or increase to, rental income over
the remaining non­cancelable term of each lease, which includes renewal periods with fixed rental terms that are considered to be below­market.
In determining the value of in­place leases and tenant relationships, management evaluates the specific characteristics of each lease and the Company’s overall relationship with
each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations
surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease­up period, current market conditions and costs to execute similar leases.
Management also considers information obtained about a property in connection with its pre­acquisition due diligence. Estimated carrying costs include: real estate taxes,
insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease­up periods. Costs to execute similar leases include:
commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The
value assigned to in­place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the
leases.
Certain real estate assets are depreciated using the straight­line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
Building and building and land improvements
20 ­ 40 years
Furniture, fixtures, and equipment
5 ­ 10 years
Tenant improvements
The shorter of the term of the related lease or useful life
Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary
repairs and maintenance activities are expensed as incurred.
When a real estate asset is identified by management as held­for­sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs.
If, in management’s opinion, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties
classified as real estate held­for­sale generally represent properties that are under contract for sale and are expected to close within 12 months.
On a periodic basis, management assesses whether there are indicators that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may
be impaired.
­ F­22 ­
If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged),
taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation
process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. If management determines that the
carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its fair value.
In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of
depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in­place lease
value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write­off or accelerate the depreciation
and amortization associated with the asset group. Such write­offs are included within Depreciation and amortization in the Consolidated Statements of Operations.
Real Estate Under Redevelopment
Real estate assets that are under redevelopment are carried at cost and are not depreciated. Amounts essential to the development of the property, such as development costs,
construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of redevelopment are
capitalized. The Company ceases cost capitalization when the property is available for occupancy or upon substantial completion of building and tenant improvements, but no
later than one year from the completion of major construction activity.
Investments in and Advances to Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence over, but does
not control these entities. These investments are initially recorded at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are
recognized in accordance with the terms of the applicable agreement and where applicable, are based upon an allocation of the unconsolidated real estate joint ventures’ net assets
at book value as if it was hypothetically liquidated at the end of each reporting period. Intercompany fees and gains on transactions with an unconsolidated joint venture are
eliminated to the extent of the Company’s ownership interest.
To recognize the character of distributions from an unconsolidated joint venture, the Company reviews the nature of cash distributions received for purposes of determining
whether such distributions should be classified as either a return on investment, which would be included in operating activities, or a return of investment, which would be
included in Investing activities on the Consolidated Statements of Cash Flows.
On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions, that the
value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the
Company’s investment is less than its carrying value and such difference is deemed to be other­than­temporary. To the extent impairment has occurred, the loss is measured as the
excess of the carrying amount of the investment over its estimated fair value.
Management’s estimates of fair value are based upon a discounted cash flow model for each specific investment that includes all estimated cash inflows and outflows over a
specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads used in these models are based upon rates that
the Company believes to be within a reasonable range of current market rates.
Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases (including internal leasing costs) and long­term financing are amortized using the straight­line method over the term of the related lease
or debt agreement, which approximates the effective interest method. Costs incurred related to obtaining tenant leases which are capitalized include salaries, lease incentives and
the related costs of personnel directly involved in successful leasing efforts. Costs incurred in obtaining long­term financing which are capitalized include bank fees, legal and
title costs and transfer taxes. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, in the
Consolidated Statements of Operations and within Operating activities on the Consolidated Statements of Cash Flows.
­ F­23 ­
Marketable Securities
The Company classifies its marketable securities, which include both debt and equity securities, as available­for­sale. These securities are carried at fair value with unrealized
gains and losses reported in equity as a component of accumulated other comprehensive loss. Gains or losses on securities sold are based on the weighted average method. The fair
value of marketable securities are based primarily on publicly traded market values in active markets and are classified accordingly on the fair value hierarchy.
On a periodic basis, management assesses whether there are indicators that the value of the Company’s marketable securities may be impaired. A marketable security is impaired if
the fair value of the security is less than its carrying value and the difference is determined to be other­than­temporary. To the extent impairment has occurred, the loss is measured
as the excess of the carrying value of the security over its estimated fair value.
At December 31, 2015 and 2014, the fair value of the Company’s marketable securities portfolio approximated its cost basis. As a result, gross unrealized gains and gross
unrealized losses were immaterial to the Company’s Consolidated Financial Statements.
Derivative Financial Instruments
Derivatives, including certain derivatives embedded in other contracts, are measured at fair value and are recognized in the Consolidated Balance Sheets as assets or liabilities,
depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the
intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging
relationship has satisfied the necessary criteria.
Revenue Recognition and Receivables
Rental revenue is recognized on a straight­line basis over the terms of the related leases. The cumulative difference between rental revenue recognized in the Consolidated
Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables. The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes
possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.
Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. These percentage rents are recognized upon the achievement of certain pre­
determined sales levels. Leases also typically provide for reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are
recognized in the period the applicable expenditures are incurred. The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition
under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins
when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes it is not the owner, for accounting
purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are
accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, the Company commences revenue
recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, the Company considers a
number of factors, each of which individually is not determinative.
Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and
subsequent involvement by the Company with the applicable property are met.
The Company periodically evaluates the collectability of its receivables related to base rents, straight­line rent, expense reimbursements and those attributable to other revenue
generating activities. The Company analyzes its receivables and historical bad debt levels, tenant credit­worthiness and current economic trends when evaluating the adequacy of
­ F­24 ­
its allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre­petition and post­
petition claims.
Stock Based Compensation
The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees and non­
employee directors be recognized in the statement of operations over the service period based on their fair value. Fair value is determined based on the type of award using either
the grant date market price of the Company’s stock, the Black­Scholes­Merton option­pricing model or a Monte Carlo simulation model. Share­based compensation expense is
included in General and administrative in the Company’s Consolidated Statements of Operations.
Income Taxes
The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code (the “Code”). To qualify as a REIT, the Parent Company must meet a number
of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is
management’s intention to adhere to these requirements and maintain the Parent Company’s REIT status.
As a REIT, the Parent Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable
income as defined under the Code. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal taxes at regular corporate rates (including any
applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.
The Parent Company does not have any taxable REIT subsidiaries, but may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries, which are subject to
income tax. Taxable REIT subsidiaries may participate in non­real estate­related activities and/or perform non­customary services for tenants and are subject to United States
federal and state income tax at regular corporate tax rates.
The Operating Partnership is organized as a limited partnership and is generally not subject to federal income tax. Accordingly, no provision for federal income taxes has been
reflected in the accompanying Consolidated Financial Statements. The Operating Partnership, however, may be subject to certain state and local income taxes or franchise taxes.
The Company has analyzed the tax position taken on income tax returns for the open 2012 through 2015 tax years and has concluded that no provision for income taxes related to
uncertain tax positions is required in the Company’s Consolidated Financial Statements as of December 31, 2015 and 2014.
New Accounting Pronouncements
In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015­16: “Simplifying the Accounting for Measurement­
Period Adjustments”. ASU 2015­16 eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that
the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified.
ASU 2015­16 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. The Company elected to early adopt ASU 2015­16
beginning in its fourth quarter ended December 31, 2015. The adoption of ASU 2015­16 did not have a material impact on the Consolidated Financial Statements of the
Company.
In April 2015, the FASB issued ASU 2015­03, “Interest ­ Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015­03 requires that
debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with
debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. ASU 2015­03 is effective for annual
reporting periods beginning after December 15, 2015. Early adoption is permitted. The Company elected to early adopt ASU 2015­03 beginning with the period ended June 30,
2015 (see Note 6). In August 2015, the FASB issued ASU 2015­15: “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line­of­Credit
Arrangements.” ASU 2015­15 provides guidance regarding the presentation and subsequent measurement of debt issuance costs related to line­of­credit arrangements. Given the
absence of authoritative guidance on this matter, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an
­ F­25 ­
asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line­of­credit arrangement, regardless of whether there are any outstanding
borrowings on that line­of­credit arrangement. The adoption of ASU 2015­03 and ASU 2015­15 did not have a material impact on the Consolidated Financial Statements of the
Company.
In February 2015, the FASB issued ASU 2015­02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015­02 focuses to minimize situations under
previously existing guidance in which a reporting entity was required to consolidate another legal entity in which that reporting entity did not have: (1) the ability through
contractual rights to act primarily on its own behalf; (2) ownership of the majority of the legal entity's voting rights; or (3) the exposure to a majority of the legal entity's economic
benefits. ASU 2015­02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation
under the revised consolidation model. ASU 2015­02 will be effective for periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an
interim period. The Company does not expect the adoption of ASU 2015­02 to have a material impact on the Consolidated Financial Statements of the Company.
In May 2014, the FASB issued ASU No. 2014­09, “Revenue from Contracts with Customers.” ASU No. 2014­09 contains a single comprehensive model for entities to use in
accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry­specific guidance. The guidance in
ASU No. 2014­09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets
unless those contracts are within the scope of other standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, ASU No.
2014­09, as amended by ASU No. 2015­14, is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for reporting periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact the adoption of ASU
No. 2014­09 will have on the Consolidated Financial Statements of the Company. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not
expected to have a material effect on the Consolidated Financial Statements of the Company.
2. Acquisition of Real Estate
During the year ended December 31, 2015, the Company acquired the following properties, in separate transactions (dollars in thousands):
Property Name
Location
Month Acquired
Retail Building at Bardin Place Center
Arlington, TX
Jun­15
Larchmont Centre
Mt. Laurel, NJ
Jun­15
Webster Square Shopping Center
Marshfield, MA
Jun­15
Cash
Debt Assumed
—
9,258
11,000
7,000
31,950
52,208
­ F­26 ­
Purchase Price
$
$
$
$
Total
GLA
9,258
96,127
18,000
103,787
—
31,950
182,756
7,000
59,208
382,670
$
$
The purchase price for these acquisitions has been allocated to real estate and related intangible assets acquired and liabilities assumed, as applicable, in accordance with our
accounting policies for business combinations. The aggregate purchase price of the properties acquired during the year ended December 31, 2015, has been allocated as follows: Assets
Land
Buildings
Building Improvements
4,671
Tenant Improvements
2,335
Above Market Rents
In­Place Leases
Real estate, net
Deferred charges and prepaid expenses, net
$
35,606
95
4,101
59,812
1,792
Total assets
$
13,004
61,604
Liabilities
Mortgage payable
Mortgage Fair Value Adjustment
Debt obligations, net
7,440
Accounts payable, accrued expenses and other liabilities (Below Market Leases)
1,956
$
7,000
440
Total liabilities
9,396
$
Net Assets Acquired
52,208
In addition the Company acquired the following outparcels adjacent to existing Company owned shopping centers in connection with its repositioning activities at those centers:
(i) during the year ended December 31, 2015, seven outparcels for an aggregate purchase price of $17.4 million; (ii) during the year ended December 31, 2014, six outparcels for
an aggregate purchase price of $22.2 million. These amounts are included in Improvements to and investments in real estate assets on the Company's Consolidated Statement of
Cash Flows.
The real estate operations acquired were not considered material to the Company, individually or in the aggregate, and therefore pro forma financial information is not necessary.
During the years ended December 31, 2015, 2014 and 2013 the Company incurred acquisition related expenses of $2.3 million, $0.1 million and $0.1 million, respectively. These
amounts are included in Other on the Company's Consolidated Statements of Operations.
3. Disposals, Discontinued Operations and Assets Held for Sale
During the year ended December 31, 2015, the Company disposed of five shopping centers and three outparcels for net proceeds of $54.2 million resulting in an aggregate gain of
$11.7 million and an aggregate impairment of $1.0 million. The Company had no properties held for sale as of December 31, 2015.
During the year ended December 31, 2014, the Company transferred its ownership interests in 32 wholly­owned properties to Blackstone. These properties had a carrying value of
$176.1 million and a fair value of $190.5 million, resulting in an aggregate gain of $14.4 million. The Company also transferred one shopping center to the lender in satisfaction
of the property’s mortgage balance resulting in a $6.1 million gain on extinguishment of debt. In addition, the Company disposed of one shopping center and one outparcel for
net proceeds of $6.8 million resulting in an aggregate gain of $1.2 million. The Company had no properties held for sale as of December 31, 2014.
During the year ended December 31, 2013, the Company disposed of 18 shopping centers and three outparcels for net proceeds of $59.0 million resulting in an aggregate gain of
$5.6 million and an aggregate impairment of $46.7 million.
For purposes of measuring provisions for impairments, fair value was determined based on either of the following: (i) contracts with buyers or purchase offers from potential
buyers, adjusted to reflect associated disposition costs; or (ii) internal analysis. The Company believes the inputs utilized were reasonable in the context of applicable market
­ F­27 ­
conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, including forecasted revenues and expenses based upon market
conditions and expectations for growth, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy.
As a result of adopting ASU No. 2014­08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” there were no discontinued operations
for the year ended December 31, 2015 as none of the current year disposals represented a strategic shift in the Company’s business that would qualify as discontinued operations.
The following table provides a summary of revenues and expenses from properties included in discontinued operations during the years ended December 31, 2014 and 2013:
Year Ended December 31,
2014
Discontinued operations:
$
Revenues
687
Operating expenses
Other income (expense), net
Income (loss) from discontinued operating properties
Gain on disposition of operating properties
Impairment on real estate held for sale
$
Income (loss) from discontinued operations
2013
$
35,732
(1,592)
(27,764)
5,814
(4,463)
4,909
3,505
15,171
3,392
—
(45,122)
$
(38,225)
20,080
Discontinued operations includes the results of 52 shopping centers disposed of during the years ended December 31, 2014 and 2013.
4. Real Estate
The Company’s components of Real estate, net consisted of the following:
December 31, 2015
Land
$
Buildings and improvements:
2,000,415
7,332,073
Building and tenant improvements
683,983
552,351
Lease intangibles (1)
877,578
917,410
10,932,850
10,802,249
Accumulated depreciation and amortization
(1,880,685)
(1,549,234)
Total
$
December 31, 2014
7,359,342
Building
(1)
2,011,947
$
9,052,165
$
9,253,015
At December 31, 2015 and 2014, Lease intangibles consisted of intangible assets including: (i) $796.8 million and $833.3 million, respectively, of in­place lease value, (ii) $80.8 million and $84.1 million,
respectively, of above­market leases, and (iii) $606.5 million and $550.4 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease.
In addition, at December 31, 2015 and 2014, the Company had intangible liabilities relating to below­market leases of $505.8 million and $528.7 million, respectively, and
accumulated amortization of $237.2 million and $202.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued expenses and other
liabilities in the Company’s Consolidated Balance Sheets, are accreted over the term of each related lease, including any renewal periods, with fixed rentals that are considered to
be below market.
­ F­28 ­
Net above and below market lease intangible accretion income for the years ended December 31, 2015, 2014 and 2013 was $47.8 million, $45.5 million and $51.4 million,
respectively. Amortization expense associated with tenant relationships and leases in place for the years ended December 31, 2015, 2014 and 2013 was $88.1 million, $120.3
million and $144.7 million, respectively. The estimated net accretion income and amortization expense associated with the Company’s above and below market leases, tenant
relationships and leases in place for the next five years are as follows:
Year ending December 31,
Above­ and below­market lease
accretion, net
Tenant relationships and leases
in place amortization
2016
$
(34,579)
$
2017
(29,992)
41,767
2018
(27,033)
32,430
2019
(22,479)
25,589
2020
(17,914)
19,293
58,199
On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the
Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would
be adjusted to an amount to reflect the estimated fair value of the asset.
5. Financial Instruments ­ Derivatives and Hedging
The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for
speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements to manage
interest rate risk exposure arising from variable rate debt transactions that result in the receipt or payment of future known and uncertain cash amounts, the value of which are
determined by interest rates. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate
movements.
Cash Flow Hedges of Interest Rate Risk
Interest rate swaps designated as cash flow hedges involve the receipt of variable­rate amounts from a counterparty in exchange for the Company making fixed­rate payments over
the life of the agreements without changing the underlying notional amount. During the years ended December 31, 2015 and 2014, the Company did not enter into any new
interest rate swap agreements.
A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2015 is as follows:
Number of Instruments
Interest Rate Swaps
5
Notional Amount
$
1,500,000
The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. A
detail of the Company’s fair value of interest rate derivatives on a gross and net basis as of December 31, 2015 and 2014, respectively, is as follows:
Interest rate swaps classified as:
Gross derivative assets
Gross derivative liabilities
Net derivative liability
Fair Value of Derivative Instruments
December 31, 2015
$
—
$
(2,437)
(2,437)
December 31, 2014
$
—
(4,423)
$
(4,423)
The gross derivative liabilities are included in accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets. All of the Company’s outstanding
interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company's interest rate derivatives is
determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the
contractual terms of the derivatives, including the period to maturity,
­ F­29 ­
and uses observable market­based inputs, including interest rate curves and implied volatilities. These inputs are classified as Level 2 of the fair value hierarchy. The effective
portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in other comprehensive income (“OCI”) and is reclassified into
earnings as interest expense in the period that the hedged forecasted transaction affects earnings. The effective portion of the Company's interest rate swaps that was recorded in
the accompanying Consolidated Statement of Operations for the years ended December 31, 2015, 2014 and 2013 is as follows:
Year Ended December 31,
Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps and Caps)
Unrealized loss on interest rate hedges
$
(7,612)
$
(7,619)
$
Amortization of interest rate swaps to interest expense
$
9,598
$
9,991
$
2015
2014
2013
(6,795)
—
The Company estimates that approximately $2.4 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve
months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the years
ended December 31, 2015 and 2014.
Non­Designated (Mark­to Market) Hedges of Interest Rate Risk
The Company does not use derivatives for trading or speculative purposes. As of December 31, 2015 and December 31, 2014, the Company did not have any material non­
designated hedges.
Credit­risk­related Contingent Features
The Company has agreements with its derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where
repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to
breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value including accrued
interest, or approximately $3.2 million.
6. Debt Obligations
As of December 31, 2015 and 2014, the Company had the following indebtedness outstanding:
Mortgage and secured loans(1)
Net unamortized premium
Net unamortized debt issuance cost
(5)
$
2,226,763
40,508
(1,752)
2,265,519
Net unamortized discount
(4,676)
Net unamortized debt issuance cost(5)
(9,923)
$
Total notes payable, net
Unsecured Credit Facility(4)
Unsecured Term Loan
Net unamortized debt issuance cost(5)
December 31, 2014
$
$
1,218,453
$
1,203,854
$
3,116,882
1,916,000
600,000
(11,107)
4.40% ­ 8.00%
66,340
(4,381)
3,178,841
243,453
3.85% ­ 7.97%
—
240,300
2016 – 2024
2022 ­ 2029
2,019,475
1.65%
2017 – 2018
600,000
1.65%
2019
(16,108)
$
Total Unsecured Credit Facility and Term Loan
$
2,504,893
$
2,603,367
$
5,974,266
$
6,022,508
Total debt obligations, net
Scheduled
Maturity
Date
$
(3,153)
$
Stated
Interest
Rates
Unsecured notes(3)
Unsecured Credit Facility and Term Loan
$
Total mortgage and secured loans, net
Notes payables
(1)
December 31,
2015
Fixed rate mortgage and secured loans(2)
Carrying Value as of
The Company’s mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of December 31, 2015 of
approximately $3.4 billion.
­ F­30 ­
(2)
(4)
(3)
(5)
The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.86% as of December 31, 2015.
The weighted average interest rate on the Company’s unsecured notes was 3.91% as of December 31, 2015.
The Unsecured Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility and a $1.5 billion term loan facility. The Company has in place five forward starting interest rate swap
agreements that convert the floating interest rate on the $1.5 billion term loan facility to a fixed, combined interest rate of 0.844% plus an interest spread of 140 basis points. In February 2015, the Unsecured
Credit Facility was amended to terminate the guarantees and release and discharge the Parent Guarantors from their respective obligations under the guarantees.
In April 2015, the FASB issued ASU 2015­03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that
debt liability, consistent with debt discounts. Beginning with the period ending June 30, 2015, the Company elected to early adopt ASU 2015­03 and retrospectively applied the guidance to its debt obligations for all
periods presented. These amounts were previously included in Deferred charges and prepaid expenses, net on the Company’s Consolidated Balance Sheets.
2015 Debt Transactions
In January 2015, the Operating Partnership issued $700.0 million aggregate principal amount of 3.850% Senior Notes due 2025 (the “2025 Notes”), the proceeds of which were
used to repay outstanding borrowings under its $1.25 billion unsecured revolving credit facility that had been used to repay indebtedness and financial liabilities over the course
of 2014. The 2025 Notes bear interest at a rate of 3.850% per annum, payable semi­annually on February 1 and August 1 of each year. The 2025 Notes will mature on February 1,
2025. The 2025 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s
existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2025 Notes at any time in whole or from time to time in part at
the applicable make­whole redemption price specified in the Indenture with respect to the 2025 Notes. If the 2025 Notes are redeemed on or after November 1, 2024 (three
months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2025 Notes being redeemed plus accrued and unpaid interest thereon
to, but not including, the redemption date.
In August 2015, the Operating Partnership issued $500.0 million aggregate principal amount of 3.875% Senior Notes due 2022 (the “2022 Notes”), the proceeds of which were
utilized to repay outstanding indebtedness, including borrowings under the Company's $1.25 billion unsecured revolving credit facility and $125.0 million aggregate principal
amount of senior unsecured notes held at an indirect subsidiary of the Company, Brixmor LLC. The 2022 Notes bear interest at a rate of 3.875% per annum, payable semi­
annually on February 15 and August 15 of each year, commencing February 15, 2016. The 2022 Notes will mature on August 15, 2022. The 2022 Notes are the Operating
Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and
unsubordinated indebtedness. The Operating Partnership may redeem the 2022 Notes at any time in whole or from time to time in part at the applicable make­whole redemption
price specified in the Indenture with respect to the 2022 Notes. If the 2022 Notes are redeemed on or after June 15, 2022 (two months prior to the maturity date), the redemption
price will be equal to 100% of the principal amount of the 2022 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
During the year ended December 31, 2015, the Company repaid $868.9 million of mortgages and secured loans and $225.0 million of unsecured notes, resulting in a $1.7 million
net gain on extinguishment of debt. These repayments were funded primarily from borrowings under the Company’s $2.75 billion senior unsecured credit facility (the “Unsecured
Credit Facility”).
Pursuant to the terms of an unsecured $600.0 million term loan (the “Term Loan”), the Unsecured Credit Facility, the 2022 Notes and the 2025 Notes, the Company among other
things is subject to maintenance of various financial covenants. The Company is currently in compliance with these covenants.
Debt Maturities
As of December 31, 2015 and 2014, the Company had accrued interest of $31.1 million and $20.4 million outstanding, respectively. As of December 31, 2015, scheduled
maturities of the Company’s outstanding debt obligations were as follows:
­ F­31 ­
Year ending December 31,
2016
$
2017
765,659
2018
1,519,476
2019
620,126
2020
766,577
Thereafter
1,411,678
Total debt maturities
877,700
5,961,216
Net unamortized premiums on mortgages
40,508
Net unamortized discount on notes
(4,676)
Net unamortized debt issuance costs
(22,782)
Total debt obligations
$
5,974,266
The Company's scheduled debt maturities for the year ended December 31, 2016 represent non­recourse secured debt mortgages.
7. Fair Value Disclosures
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate
their fair values, except those instruments listed below:
Mortgage and secured loans payable
December 31, 2015
Carrying
Amounts
Fair
Value
December 31, 2014
Carrying
Amounts
2,265,519
$
2,367,070
$
Notes payable
1,203,854
1,198,504
240,300
252,441
Unsecured credit facility and term loan
2,504,893
2,516,000
2,603,367
2,619,475
5,974,266
$
6,081,574
$
6,022,508
$
6,209,166
Total debt obligations
$
$
3,178,841
$
Fair
Value
3,337,250
As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant
assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the
reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within
which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the
significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The valuation methodology used to estimate the fair value of the Company’s debt obligations is based on discounted cash flows, with assumptions that include credit spreads,
loan amounts and debt maturities. The Company determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value
estimates are not necessarily indicative of the amounts that would be realized upon disposition.
The Company’s marketable securities and interest rate derivatives are measured at fair value on a recurring basis. See Note 1 and Note 5 for fair value information on the
marketable securities and interest rate derivatives, respectively.
­ F­32 ­
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:
Fair Value Measurements as of December 31, 2015
Balance
Assets:
Marketable securities
$
Liabilities:
Interest rate derivatives
$
(1)
Quoted Prices in Active markets
for Identical Assets
(Level 1)
23,001
$
1,167
$
21,834
$
—
$
—
$
(2,437)
$
—
Fair Value Measurements as of December 31, 2014
Significant Unobservable Inputs
(Level 3)
(1)
(2,437)
Significant Other Observable
Inputs
(Level 2)
Balance
Assets:
Marketable securities(1)
$
Liabilities:
Interest rate derivatives
$
Quoted Prices in Active markets
for Identical Assets
(Level 1)
20,315
$
2,831
(4,423)
Significant Other Observable
Inputs
(Level 2)
$
17,484
$
—
Significant Unobservable Inputs
(Level 3)
$
—
$
(4,423)
$
—
As of December 31, 2015 and 2014 marketable securities included less than $0.1 million of net unrealized losses.
The Company’s impairment charges are measured at fair value on a non­recurring basis. See Note 3 for fair value information on the impairment charges.
8. Revenue Recognition
Future minimum annual base rents as of December 31, 2015 to be received over the next five years pursuant to the terms of non­cancelable operating leases are included in the
table below.
Amounts included assume that all leases which expire are not renewed and that tenant renewal options are not exercised; therefore, neither renewal rents nor rents from
replacement tenants are included. Future minimum annual base rents also do not include payments which may be received under certain leases on the basis of a percentage of
reported tenants’ sales volume, common area maintenance charges and real estate tax reimbursements.
Year ending December 31,
2016
$
879,081
2017
748,936
2018
622,464
2019
498,525
2020
374,544
Thereafter
1,365,316
The Company recognized approximately $3.6 million, $5.8 million and $6.4 million of rental income from continuing operations based on a percentage of its tenants’ sales for the
years ended December 31, 2015, 2014 and 2013, respectively.
As of December 31, 2015 and 2014, the estimated allowance associated with Company’s outstanding rent receivables, included in Receivables in the Company’s Consolidated
Balance Sheets was $13.6 million and $13.2 million, respectively. In addition, as of December 31, 2015 and 2014, receivables associated with the effects of recognizing rental
income on a straight­line basis were $84.4 million and $66.9 million, respectively net of the estimated allowance of $3.0 million and $0.9 million, respectively.
9. Equity and Capital
ATM
During the year ended December 31, 2015, the Parent Company entered into an at­the­market equity offering program (“ATM”) through which the Parent Company may sell from
time to time up to an aggregate of $400.0 million of its
­ F­33 ­
common stock through sales agents over a three­year period. There were no shares issued under the ATM for the year ended December 31, 2015. As of December 31, 2015, $400.0
million of common stock remained available for issuance under the ATM.
Preferred Stock
As of December 31, 2015 and 2014, BPG Sub had issued and outstanding 125 shares of Series A Redeemable Preferred Stock having a liquidation preference of $10,000 per share.
Common Stock
During 2015 and 2014, the Company repurchased 32,910 shares and 4,201 shares respectively, in connection with common shares surrendered to the Company to satisfy statutory
minimum tax withholding obligations in connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity­based compensation plans. Dividends and Distributions
Because Brixmor Property Group, Inc. is a holding company and has no material assets other than its ownership of BPG Sub shares and has no material operations other than those
conducted by BPG Sub, dividends will be funded as follows:
•
•
•
first, the Operating Partnership will make distributions to its partners, including BPG Sub, on a pro rata basis based on their partnership interests in the Operating
Partnership;
second, BPG Sub will distribute 100% of the distribution received from the Operating Partnership to its sole stockholder, Brixmor Property Group Inc.; and
third, Brixmor Property Group Inc. will distribute the amount authorized by the Company’s board of directors and declared by the Company to its common stockholders
on a pro rata basis.
During the years ended December 31, 2015, 2014 and 2013, the Company declared common stock dividends and OP unit distributions of $0.92 per share, $0.825 per share and
$0.127 per share, respectively. As of December 31, 2015 and December 31, 2014, the Company had declared but unpaid common stock dividends and OP unit distributions of
$76.0 million and $68.8 million, respectively. These amounts are included in accounts payable, accrued expenses and other liabilities on the Company's Consolidated Balance
Sheets.
Non­controlling interests
The non­controlling interests presented in these Consolidated Financial Statements relate to portions of consolidated subsidiaries held by the non­controlling interest holders.
In connection with the Company's initial public offering (“IPO”), the Company created a separate series of interest in the Operating Partnership (“Series A”) that allocated to
certain funds affiliated with The Blackstone Group L.P. and Centerbridge Partners, L.P. all of the economic consequences of ownership of the Operating Partnership’s interest in 47
properties. As of March 28, 2014 all 47 properties had been disposed and the Series A was terminated.
During the years ended December 31, 2015 and 2014, Blackstone completed multiple secondary offerings of the Company’s common stock. In connection with these offerings,
the Company incurred $0.5 million and $2.8 million of expenses which are included in Other income (expense) on the Consolidated Statements of Operations for the years ended
December 31, 2015 and 2014, respectively. In addition during 2014, the Company engaged Blackstone Advisory Partners L.P., an affiliate of Blackstone, to provide certain
financial consulting services in connection with these offerings in which the Company paid $1.0 million. The underwriters of the offerings reimbursed the Company in full for
such fees.
Certain investments funds affiliated with The Blackstone Group L.P. and certain current and former members of the Company’s management collectively owned 1.70% and 2.54%
of the Operating Partnership’s outstanding vested OP Units as of December 31, 2015 and December 31, 2014, respectively. During the years ended December 31, 2015 and 2014,
2.5 million OP Units and 6.9 million OP Units, respectively, were converted to an equal number of the Company’s common shares.
­ F­34 ­
10. Stock Based Compensation
In 2011 and 2013 prior to the IPO, certain employees of the Company were granted long­term incentive awards which provided them with equity interests as an incentive to
remain in the Company’s service and align executives’ interests with those of the Company’s equity holders. The awards were granted to such employees by the Partnerships, in
the form of Class B Units in each of the Partnerships. The awards were granted with service and performance conditions. A portion of the Class B Units were subject to
performance conditions which vested on the date that certain funds affiliated with certain of the Company’s pre­IPO owners received cash proceeds resulting in a 15% internal
rate of return on their investment in the Company. In connection with the IPO, certain of these awards vested and the vested awards were exchanged for a combination of vested
common shares of the Company and vested shares of BPG Sub. The remaining unvested Class B Units as of the IPO effective date were exchanged for a combination of unvested
restricted common shares of the Company and unvested restricted common shares of BPG Sub, (collectively, the “RSAs”). The RSAs are subject to the same vesting terms as those
applicable to the exchanged Class B Units.
In connection with the IPO the Board of Directors approved the 2013 Omnibus Incentive Plan (the “Plan”). The Plan provides for a maximum of 15.0 million shares of the
Company’s common stock to be issued for qualified and non­qualified options, stock appreciation rights, restricted stock and restricted stock units, OP Units in the Operating
Partnership, performance awards and other stock­based awards.
During the years ended December 31, 2015 and 2014, the Company granted RSUs in the Company to certain employees, or at the election of certain employees, long­term
incentive plan units (“LTIP Units”) in the Operating Partnership. The RSUs and LTIP Units are divided into multiple tranches, with each tranche subject to separate performance­
based vesting conditions, market­based vesting conditions and service­based vesting conditions. Each award contains a threshold, target, and maximum number of units in respect
to each tranche. The number of units actually earned for each tranche is determined based on performance during a specified performance period, and the earned units are then
further subject to time­based vesting conditions. The aggregate number of RSUs and LTIP Units granted, assuming that the target level of performance is achieved, was 0.7 million
and 0.6 million for the years ended December 31, 2015 and 2014, respectively, with service periods ranging from one to five years.
Information with respect to Class B Units and restricted shares for the years ended December 31, 2015, 2014 and 2013 are as follows:
Class B Units
Outstanding, December 31, 2012
Vested
Granted
Forfeited
Exchanged
96,842
(41,990)
31,474
(16,342)
(69,984)
—
—
—
—
—
—
—
Forfeited
—
Outstanding, December 31, 2015
—
Outstanding, December 31, 2013
Vested
Granted
Forfeited
Outstanding, December 31, 2014
Vested
Granted
Restricted Shares
Aggregate
Intrinsic Value
—
$
—
(17,327)
10
10,990
—
(7,272)
2,072
—
2,082
29,486
(847)
(12,057)
619
12,888
(33)
43,095
(676)
1,821
29,641
(1,341)
(19,828)
735
16,766
(43)
1,172
$
(930)
25,649
The Company recognized $23.3 million, $9.5 million and $42.5 million of equity based compensation expense for the years ended December 31, 2015, 2014 and 2013,
respectively. During the year ended December 31, 2015, as a result of certain of the Company’s pre­IPO owners receiving a 15% internal rate of return on their investment
becoming
­ F­35 ­
probable, the Company recognized $9.9 million of equity based compensation expense as a component of General and administrative expense in the Consolidated Statements of
Operations. As of December 31, 2015, the Company had $14.5 million of total unrecognized compensation cost related to unvested stock compensation expected to be
recognized over a weighted average period of approximately 2.6 years.
­ F­36 ­
11. Earnings per Share
Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common stockholders, including participating securities, by the
weighted average number of common shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share­based compensation program are
considered participating securities, as such shares have rights to receive non­forfeitable dividends. Unvested restricted shares are not allocated net losses and/or any excess of
dividends declared over net income, as such amounts are allocated entirely to the common stockholders.
The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years ended December 31, 2015, 2014 and 2013:
Year Ended December 31,
2015
Computation of Basic Earnings Per Share:
Income (loss) from continuing operations
$
(Income) loss attributable to non­controlling interests
Non­forfeitable dividends on unvested restricted shares
Preferred stock dividends
Income (loss) from continuing operations attributable to common stockholders
Income (loss) from discontinued operations, net of non­controlling interests
Net income (loss) attributable to the Company’s common stockholders for basic earnings per share
$
197,536
(3,816)
(23)
(150)
193,547
—
193,547
$
$
2013
112,771
(24,481)
(1,027)
(200)
(150)
(162)
87,113
(62,379)
712
(31,517)
87,825
298,004
Weighted average number shares outstanding ­ basic
2014
$
(80,658)
18,641
$
(93,896)
243,390
188,993
Basic Earnings Per Share Attributable to the Company’s Common Stockholders:
Income (loss) from continuing operations
$
0.65
$
0.36
$
(0.33)
Income (loss) from discontinued operations
$
—
$
—
$
(0.17)
Net income (loss)
$
0.65
$
0.36
$
(0.50)
Computation of Diluted Earnings Per Share:
Income (loss) from continuing operations attributable to common stockholders
$
Allocation to convertible non­controlling interests
Income (loss) from continuing operations attributable to common stockholders for diluted earnings per share
Income (loss) from discontinued operations, net of nonconvertible non­controlling interests
Net income (loss) attributable to the Company’s common stockholders for diluted earnings per share
$
Weighted average common shares outstanding ­ basic
193,547
3,816
197,363
—
197,363
Conversion of OP Units
Equity awards
Weighted average common shares outstanding ­ diluted
$
87,113
—
87,113
712
87,825
298,004
Effect of dilutive securities:
$
1,025
305,017
(62,379)
—
(62,379)
(31,517)
$
(93,896)
243,390
5,988
$
188,993
—
—
1,198
—
244,588
188,993
Diluted Earnings Per Share Attributable to the Company’s Common Stockholders:
Income (loss) from continuing operations
$
0.65
$
0.36
$
(0.33)
Income (loss) from discontinued operations
$
—
$
—
$
(0.17)
Net income (loss)
$
0.65
$
0.36
$
(0.50)
­ F­37 ­
12. Earnings per Unit
Basic earnings per unit is calculated by dividing net income (loss) attributable to the Operating Partnership’s common units, including participating securities, by the weighted
average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share­based compensation program are
considered participating securities. Unvested restricted units are not allocated net losses, as such amounts are allocated entirely to the partnership common units.
The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the years ended December 31, 2015, 2014 and 2013:
Year Ended December 31,
2015
Computation of Basic Earnings Per Unit:
Income (loss) from continuing operations
$
Income attributable to non­controlling interests
Non­forfeitable dividends on unvested restricted shares
Income (loss) from continuing operations attributable to partnership common units
Income (loss) from discontinued operations, net of Series A interest
Net income (loss) attributable to the Operating Partnership’s common units for basic earnings per unit
$
197,536
—
(23)
197,513
—
197,513
$
$
2013
112,771
$
(3,001)
(1,355)
(1,106)
(200)
108,664
(82,207)
886
109,550
(41,676)
$
302,540
250,109
Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units:
Income (loss) from continuing operations
$
0.36
$
(0.33)
$
—
$
(0.17)
$
0.36
$
(0.50)
$
Income (loss) from discontinued operations
$
—
Net Income (loss)
$
0.65
Computation of Diluted Earnings Per Unit:
Income (loss) from continuing operations attributable to partnership common units
$
Income (loss) from discontinued operations, net of Series A interest
Net income (loss) attributable to the Operating Partnership’s common units for diluted earnings per unit
$
Weighted average common units outstanding ­ basic
197,513
—
197,513
Effect of dilutive securities:
Equity awards
Weighted average common units outstanding ­ diluted
$
$
108,664
886
109,550
303,992
$
$
302,540
250,109
1,025
1,198
—
305,017
303,738
250,109
Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units:
Income (loss) from continuing operations
$
$
Net Income (loss)
­ F­38 ­
(123,883)
$
(82,207)
(41,676)
Income (loss) from discontinued operations
(123,883)
0.65
(80,652)
303,992
Weighted average number common units outstanding ­ basic
2014
0.65
—
0.65
$
$
$
0.36
$
(0.33)
—
$
(0.17)
0.36
$
(0.50)
13. Commitments and Contingencies
Legal Matters
Except as described below, the Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in
routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have
a material impact on the Company’s results of operations, cash flows, or financial position.
On February 8, 2016, the Company issued a press release and filed a Form 8­K reporting the completion of a review by the Audit Committee of the Board of Directors of Brixmor
Property Group Inc. that began after the Company received information in late December 2015 through its established compliance processes. The Audit Committee review led the
Board of Directors to conclude that specific Company accounting and financial reporting personnel, in certain instances, were smoothing income items, both up and down,
between reporting periods in an effort to achieve consistent quarterly same property net operating income growth.
As a result of the Audit Committee review and the conclusions reached by the Board of Directors, the Company’s Chief Executive Officer, President and Chief Executive Officer,
Treasurer and Chief Accounting Officer, and an accounting employee all resigned. Following these resignations the Company appointed a new Interim Chief Executive Officer
and President, Interim Chief Financial Officer and Interim Chief Accounting Officer.
Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported to the SEC the matters described above. The SEC has commenced an investigation
with respect to these matters, and the Company is cooperating fully.
The Company and its current and former officers and directors may also be subject to private securities class action complaints. A number of plaintiff firms have publicly
announced inquiries into these matters. In addition, the Company may be subject to shareholder derivative actions, purportedly in the name and for the benefit of the Company.
Leasing commitments
The Company periodically enters into ground leases for neighborhood and community shopping centers which it operates and enters into office leases for administrative space.
During the years ended December 31, 2015, 2014 and 2013, the Company recognized rent expense associated with these leases of $9.4 million, $9.2 million and $9.6 million,
respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows:
Year ending December 31,
2016
$
2017
6,618
2018
6,201
2019
6,051
2020
5,241
Thereafter
81,709
Total minimum annual rental commitments
$
6,745
112,565
Insurance captive
In April 2007, the Company formed a wholly owned captive insurance company, ERT CIC, LLC (“ERT CIC”) which underwrote the first layer of general liability insurance
programs for the Company’s wholly owned, majority owned and joint venture properties. The Company formed ERT CIC as part of its overall risk management program and to
stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized ERT CIC in accordance with the
applicable regulatory requirements. ERT CIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. ERT CIC
engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk
management programs. Premiums paid to ERT CIC may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.
During 2012, the Company replaced ERT­CIC with a newly formed, wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of
general liability insurance programs for the Company’s
­ F­39 ­
wholly owned, majority owned and joint venture properties. The Company formed Incap as part of its overall risk management program and to stabilize insurance costs, manage
exposure and recoup expenses through the functions of the captive program. The Company has capitalized Incap in accordance with the applicable regulatory requirements. Incap
established annual premiums based on projections derived from the past loss experience of the Company’s properties. An actuarial is performed to estimate future projected
claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to Incap may be adjusted based on this estimate and
may be reimbursed by tenants pursuant to specific lease terms.
Activity in the reserve for losses for the years ended December 31, 2015 and 2014, is summarized as follows (in thousands):
Balance at the Beginning of the year
$
Current year
3,541 Prior years
(2,048) Total incurred
1,493 4,282
Incurred related to:
Year End December 31,
2015
15,253
$
5,227
(945)
Current year
(385) (1,214)
Prior years
(1,968) (2,159)
Total paid
(2,353) (3,373)
Balance at the end of the year
$
14,344
Paid related to:
Changes in the provision for prior year events
2014
— 14,393 $
—
15,253
Environmental matters
Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the
disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to
persons and property. The Company does not believe that any resulting liability from such matters will have a material adverse effect on the financial position, results of
operations or liquidity of the Company.
14. Income Taxes
The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code (the “Code”). To qualify as a REIT, the Parent Company must meet a number
of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is
management’s intention to adhere to these requirements and maintain the Parent Company’s REIT status.
As a REIT, the Parent Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable
income as defined under the Code. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal taxes at regular corporate rates (including any
applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.
Even if the Parent Company qualifies for taxation as a REIT, the Parent Company is subject to certain state and local taxes on its income and property, and to federal income and
excise taxes on its undistributed taxable income. In addition, taxable income from non­REIT activities managed through TRS is subject to federal, state and local income taxes.
The Operating Partnership is organized as a limited partnership and is generally not subject to federal income tax. Accordingly, no provision for federal income taxes has been
reflected in the accompanying Combined Consolidated Financial Statements. The Operating Partnership, however, may be subject to certain state and local income taxes or
franchise taxes.
The Company incurred State and local income taxes or franchise taxes of approximately $(0.6) million, $3.9 million and $2.9 million for the years ended December 31, 2015,
2014 and 2013. During the year ended December 31, 2015,
­ F­40 ­
the Company recognized $4.7 million of income related to net adjustments to pre­IPO tax reserves and receivables. These amounts are included in Other on the Company's
Consolidated Statements of Operations.
15. Related­Party Transactions
In the ordinary course of conducting its business, the Company enters into customary agreements with its affiliates and unconsolidated joint ventures in relation to the leasing and
management of its and/or its related parties’ real estate assets.
As of December 31, 2015, there were no material receivables from related parties. As of December 31, 2014, receivables from related parties were $4.2 million, which are included
in Receivables, net in the Consolidated Balance Sheets. As of December 31, 2015 and 2014, there were no material payables to related parties.
16. Retirement Plan
The Company has a Retirement and 401(k) Savings Plan (the “Savings Plan”) covering officers and employees of the Company. Participants in the Savings Plan may elect to
contribute a portion of their earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan to a maximum of 3% of the employee’s eligible
compensation. For the years ended December 31, 2015, 2014 and 2013, the Company’s expense for the Savings Plan was approximately $1.2 million, $1.2 million and $1.3
million, respectively.
17. Supplemental Financial Information (unaudited)
The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years ended December 31, 2015 and 2014 and has been derived
from the accompanying consolidated financial statements as reclassified for discontinued operations (in thousands except per share and per unit data):
Brixmor Property Group Inc.
First Quarter
Second Quarter
Third Quarter
Total revenues
$
Net income attributable to common stockholders per share:
Basic (1)
$
0.10
$
0.18
$
0.18
$
0.18
$
0.10
$
0.18
$
0.18
$
0.18
Diluted (1)
315,293
$
30,423
Fourth Quarter
Year Ended December 31, 2015
Net income attributable to common stockholders
$
312,111
$
54,112
$
313,025
$
53,773
$
325,551
$
55,412
Year Ended December 31, 2014
Total revenues as originally reported
$
307,696
Reclassified to Discontinued operations
(110)
$
308,077
(137)
23,473
(124)
306,468
$
27,030
$
314,605
—
Net income attributable to common stockholders per share:
Basic (1)
$
0.07
$
0.10
$
0.11
$
0.08
Diluted (1)
$
0.07
$
0.10
$
0.11
$
0.08
$
(1) $
306,592
15,401
307,940
$
$
$
$
Adjusted Total revenues
Net income attributable to common stockholders
307,586
314,605
$
22,948
The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the year ended December 31, 2015 and 2014 due to rounding.
­ F­41 ­
$
Brixmor Operating Partnership LP
First Quarter
Second Quarter
Third Quarter
Total revenues
$
Net income attributable to common unit holders per unit:
Basic (1)
$
0.10
$
0.18
$
0.18
$
0.19
Diluted (1)
$
0.10
$
0.18
$
0.18
$
0.18
Year Ended December 31, 2014
Total revenues as originally reported
$
315,293
$
31,136
$
$
Fourth Quarter
Year Ended December 31, 2015
Net income attributable to partnership common units
312,111
55,167
307,696
Reclassified to Discontinued operations
(110)
$
$
$
313,025
54,819
308,077
(137)
$
30,973
325,551
56,414
306,592
(124)
306,468
$
33,542
$
314,605
$
314,605
$
25,739
—
Net income attributable to common unit holders per unit:
Basic (1)
$
0.07
$
0.10
$
0.11
$
0.08
Diluted (1)
$
0.07
$
0.10
$
0.11
$
0.08
$
20,402
307,940
$
$
$
Adjusted Total revenues
$
$
$
Net income attributable to partnership common units
307,586
(1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the year ended December 31, 2015 and 2014 due to rounding.
­ F­42 ­
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SCHEDULE II ­ VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at Beginning of
Period
Additions
Charged / (Credited) to
Bad Debt Expense
Deductions
Accounts Receivable
Written Off
Balance at
End of
Period
Allowance for doubtful accounts:
Company
Year ended December 31, 2015
14,070
Year ended December 31, 2014
$
9,540
$
30,290
Year ended December 31, 2013
$
$
27,937
$
­ F­43 ­
$
(7,023)
10,325
$
$
$
$
16,587
(26,545)
13,162
$
14,070
(10,809)
$
30,290
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SCHEDULE III ­ REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Description
Winchester Plaza
Huntsville, AL
Springdale
Mobile, AL
Payton Park
$
Encumbrances
—
(36,907)
Sylacauga, AL
(9,706)
Shops of Tuscaloosa
Tuscaloosa, AL
Glendale Galleria
Glendale, AZ
Northmall Centre
Tucson, AZ
Applegate Ranch
Shopping Center
Atwater, CA
Bakersfield Plaza
Bakersfield, CA
Carmen Plaza
Camarillo, CA
Plaza Rio Vista
Cathedral, CA
Clovis Commons
Clovis, CA
Cudahy Plaza
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Acquisition
Latest Income
Improvements
12,157
Land
175
Land
Improvements
12,332
Total
Date
Depreciation
Constructed (1)
Acquired
Statement
2004
Jun­11
40 years
16,542
(4,396)
1995
Jun­11
40 years
13,428
(1,176)
2005
Oct­13
40 years
8,397
12,467
(1,320)
1991
Jun­11
40 years
19,763
22,903
(3,806)
1996
Jun­11
40 years
4,033
26,181
30,214
(3,176)
2006
Oct­13
40 years
4,502
32,688
37,190
(7,346)
2014
Jun­11
40 years
611
5,410
20,240
25,650
(4,466)
2000
Jun­11
40 years
17
2,465
12,592
15,057
(1,167)
2005
Oct­13
40 years
39,380
594
12,943
39,974
52,917
(6,084)
2004
Oct­13
40 years
13,165
1,335
4,778
14,212
18,990
(2,989)
1994
Jun­11
40 years
4,270
18,151
1,297
4,270
19,448
23,718
(3,772)
2011
Jun­11
40 years
4,280
12,440
759
4,280
13,199
17,479
(2,661)
2001
Jun­11
40 years
5,940
33,902
1,676
5,940
35,578
41,518
(7,758)
1995
Jun­11
40 years
1,830
14,369
—
1,535
11,800
—
4,070
3,140
—
—
$
2,634
7,460
343
93
6,940
17,966
4,033
4,000
—
Cudahy, CA
University Mall
Felicita Plaza
$
42,380
1,830
1,535
1,457
1,797
25,510
25,255
5,410
2,465
—
—
Davis, CA
Escondido, CA
$
14,966
49,840
14,712
11,893
4,070
3,140
671
7,935
19,629
12,575
12,943
4,490
—
—
(12,671)
39,198
$
3,182
(18,010)
Year
(14,953)
$
40 years
7,460
(16,373)
Accumulated
Oct­13
2,634
2006
$
Improvements
Building &
$
(1,175)
Arbor ­ Broadway Faire Fresno, CA
Lompoc Shopping Center Lompoc, CA
—
4,670
16,155
1,696
4,670
17,851
22,521
(5,133)
2012
Jun­11
40 years
Briggsmore Plaza
Modesto, CA
—
2,140
11,693
2,115
2,140
13,808
15,948
(2,793)
1998
Jun­11
40 years
Montebello Plaza
Montebello, CA
—
13,360
33,255
5,523
13,360
38,778
52,138
(8,697)
2012
Jun­11
40 years
California Oaks Center
Murrieta, CA
—
5,180
13,896
3,075
5,180
16,971
22,151
(2,374)
2014
Jun­11
40 years
Esplanade Shopping
Center
Oxnard, CA
—
6,630
60,725
15,303
16,230
66,428
82,658
(11,387)
2012
Jun­11
40 years
Pacoima Center
Pacoima, CA
—
7,050
15,932
669
7,050
16,601
23,651
(4,934)
1995
Jun­11
40 years
Paradise Plaza
Paradise, CA
—
1,820
8,765
217
1,820
8,982
10,802
(2,608)
1997
Jun­11
40 years
Metro 580
Pleasanton, CA
—
10,500
19,311
1,576
10,500
20,887
31,387
(4,156)
2004
Jun­11
40 years
Rose Pavilion
Pleasanton, CA
—
16,790
57,646
1,907
16,790
59,553
76,343
(10,124)
2014
Jun­11
40 years
Puente Hills Town
Center
Rowland Heights, CA
—
15,670
39,435
2,132
15,670
41,567
57,237
(7,719)
1984
Jun­11
40 years
San Bernardino Center
San Bernardino, CA
—
2,510
9,537
191
2,510
9,728
12,238
(3,808)
2003
Jun­11
40 years
Ocean View Plaza
San Clemente, CA
—
15,750
30,024
803
15,750
30,827
46,577
(6,097)
1997
Jun­11
40 years
Mira Mesa Mall
San Diego, CA
—
14,870
74,732
1,682
14,870
76,414
91,284
(12,962)
2003
Jun­11
40 years
San Dimas Plaza
San Dimas, CA
—
11,490
20,649
7,198
15,101
24,236
39,337
(4,051)
2013
Jun­11
40 years
Bristol Plaza
Santa Ana, CA
—
9,110
21,169
2,652
9,722
23,209
32,931
(4,214)
2003
Jun­11
40 years
Gateway Plaza
Santa Fe Springs, CA
—
9,980
30,727
196
9,980
30,923
40,903
(6,431)
2002
Jun­11
40 years
Santa Paula Shopping
Center
Santa Paula, CA
—
3,520
17,896
957
3,520
18,853
22,373
(4,942)
1995
Jun­11
40 years
Vail Ranch Center
Temecula, CA
—
3,750
22,240
1,046
3,750
23,286
27,036
(5,101)
2003
Jun­11
40 years
Country Hills Shopping
Center
Torrance, CA
—
3,630
8,689
300
3,630
8,989
12,619
(1,468)
1977
Jun­11
40 years
Gateway Plaza ­ Vallejo Vallejo, CA
—
11,880
72,960
12,718
12,947
84,611
97,558
(15,985)
1991
Jun­11
40 years
Arvada Plaza
Arvada, CO
—
1,160
7,378
116
1,160
7,494
8,654
(2,448)
1994
Jun­11
40 years
Arapahoe Crossings
Aurora, CO
—
13,676
55,931
2,488
13,676
58,419
72,095
(6,838)
2003
Jul­13
40 years
Aurora Plaza
Aurora, CO
—
3,910
9,146
1,189
3,910
10,335
14,245
(3,693)
1996
Jun­11
40 years
Villa Monaco
Denver, CO
—
3,090
7,297
3,232
3,090
10,529
13,619
(1,823)
2013
Jun­11
40 years
Superior Marketplace
Superior, CO
7,090
35,937
2,863
7,090
38,800
45,890
(7,216)
2004
Jun­11
40 years
6,040
44,416
9,197
6,040
53,613
59,653
(9,556)
2014
Jun­11
40 years
3,350
30,149
1,472
3,350
31,621
34,971
(6,594)
2004
Jun­11
40 years
(21,767)
Westminster City Center Westminster, CO
—
Freshwater ­ Stateline
Plaza
Enfield, CT
The Shoppes at Fox Run
Glastonbury, CT
—
3,550
23,023
2,539
3,600
25,512
29,112
(4,691)
2012
Jun­11
40 years
Groton Square
Groton, CT
—
2,730
28,087
1,510
2,730
29,597
32,327
(5,692)
1987
Jun­11
40 years
Parkway Plaza
Hamden, CT
4,100
7,709
137
4,100
7,846
11,946
(2,079)
2006
Jun­11
40 years
Killingly Plaza
Killingly, CT
1,270
2,522
924
1,270
3,446
4,716
(570)
1990
Jun­11
40 years
The Manchester
Collection
Manchester, CT
(31,016)
9,180
52,107
1,996
9,180
54,103
63,283
(8,693)
2014
Jun­11
40 years
Chamberlain Plaza
Meriden, CT
(3,081)
1,260
4,480
730
1,260
5,210
6,470
(1,187)
2004
Jun­11
40 years
(17,705)
(8,200)
—
­ F­44 ­
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Building &
Acquisition
Improvements
Improvements
Encumbrances
—
1,140
2,776
54
1,140
2,830
3,970
(726)
1966
Jun­11
40 years
—
3,920
23,879
21
3,920
23,900
27,820
(4,794)
2004
Jun­11
40 years
(10,281)
5,430
15,959
1,019
5,430
16,978
22,408
(3,135)
1993
Jun­11
40 years
(2,759)
4,870
14,904
654
4,870
15,558
20,428
(3,864)
1996
Jun­11
40 years
5,970
11,818
5,227
5,970
17,045
23,015
(2,715)
2014
Jun­11
40 years
(9,234)
2,180
13,303
3,235
2,180
16,538
18,718
(3,134)
1994
Jun­11
40 years
(16,074)
5,420
17,415
1,003
5,420
18,418
23,838
(4,355)
2000
Jun­11
40 years
Waterford, CT
(24,780)
4,990
45,280
4,074
4,990
49,354
54,344
(9,117)
2004
Jun­11
40 years
North Dover Shopping
Center
Dover, DE
(16,100)
3,100
20,205
2,021
3,100
22,226
25,326
(5,094)
2013
Jun­11
40 years
Apopka Commons
Apopka, FL
—
658
3,812
264
658
4,076
4,734
(888)
2010
Jun­11
40 years
Brooksville Square
Brooksville, FL
—
4,140
12,136
2,102
4,140
14,238
18,378
(2,890)
2013
Jun­11
40 years
Coastal Way ­ Coastal
Landing
Brooksville, FL
8,840
33,802
1,977
8,840
35,779
44,619
(8,269)
2008
Jun­11
40 years
Midpoint Center
Cape Coral, FL
4,251
13,225
131
4,251
13,356
17,607
(1,398)
2002
Oct­13
40 years
Clearwater Mall
Clearwater, FL
(48,582)
15,300
54,876
2,033
15,300
56,909
72,209
(10,037)
2012
Jun­11
40 years
Coconut Creek
Coconut Creek, FL
(13,535)
7,400
25,351
2,183
7,400
27,534
34,934
(4,675)
2005
Jun­11
40 years
Century Plaza Shopping
Center
Deerfield Beach, FL
(12,300)
3,050
8,257
1,033
3,050
9,290
12,340
(2,260)
2006
Jun­11
40 years
Northgate S.C.
DeLand, FL
—
3,500
11,008
638
3,500
11,646
15,146
(2,866)
1993
Jun­11
40 years
Eustis Village
Eustis, FL
—
3,789
20,641
61
3,789
20,702
24,491
(2,270)
2002
Oct­13
40 years
First Street Village
Fort Meyers, FL
—
2,374
8,271
31
2,374
8,302
10,676
(869)
2006
Oct­13
40 years
Sun Plaza
Ft. Walton Beach, FL
—
4,480
12,629
497
4,480
13,126
17,606
(3,463)
2004
Jun­11
40 years
Normandy Square
Jacksonville, FL
—
1,930
5,567
270
1,930
5,837
7,767
(2,157)
1996
Jun­11
40 years
Regency Park
Jacksonville, FL
6,240
15,541
155
6,240
15,696
21,936
(4,894)
2006
Jun­11
40 years
The Shoppes at Southside Jacksonville, FL
6,720
18,609
105
6,720
18,714
25,434
(3,549)
2004
Jun­11
40 years
Ventura Downs
3,580
8,181
240
3,580
8,421
12,001
(2,272)
2005
Jun­11
40 years
Description
Milford Center
Milford, CT
Turnpike Plaza
Newington, CT
North Haven Crossing
North Haven, CT
Christmas Tree Plaza
Orange, CT
Stratford Square
Stratford, CT
Torrington Plaza
Torrington, CT
Waterbury Plaza
Waterbury, CT
Waterford Commons
Kissimmee, FL
—
(27,727)
—
(12,061)
—
(5,269)
Land
Land
Total
Statement
Marketplace at Wycliffe Lake Worth, FL
—
7,930
13,518
768
7,930
14,286
22,216
(2,059)
2014
Jun­11
40 years
Venetian Isle Shopping
Ctr
Lighthouse Point, FL
—
8,270
14,811
1,360
8,270
16,171
24,441
(3,427)
1992
Jun­11
40 years
Marco Town Center
Marco Island, FL
—
7,235
26,791
368
7,235
27,159
34,394
(2,708)
2001
Oct­13
40 years
Mall at 163rd Street
Miami, FL
—
9,450
35,353
1,188
9,450
36,541
45,991
(7,002)
2007
Jun­11
40 years
Miami Gardens
Miami, FL
8,876
17,595
353
8,876
17,948
26,824
(4,965)
1996
Jun­11
40 years
Freedom Square
Naples, FL
4,760
15,289
769
4,760
16,058
20,818
(3,820)
1995
Jun­11
40 years
Naples Plaza
Naples, FL
(17,400)
9,200
20,594
8,946
9,200
29,540
38,740
(5,643)
2013
Jun­11
40 years
Park Shore Shopping
Center
Naples, FL
(14,600)
4,750
13,880
9,993
7,245
21,378
28,623
(2,522)
2014
Jun­11
40 years
Chelsea Place
New Port Richey, FL
—
3,303
9,821
323
3,303
10,144
13,447
(1,432)
1992
Oct­13
40 years
Southgate
New Port Richey, FL
—
6,730
14,325
2,978
6,730
17,303
24,033
(3,725)
2012
Jun­11
40 years
Presidential Plaza
North Lauderdale, FL
—
2,070
5,543
265
2,070
5,808
7,878
(1,147)
2006
Jun­11
40 years
Fashion Square
Orange Park, FL
(7,517)
1,770
3,816
320
1,770
4,136
5,906
(1,006)
1996
Jun­11
40 years
Colonial Marketplace
Orlando, FL
(14,744)
4,230
19,857
2,231
4,230
22,088
26,318
(3,799)
2014
Jun­11
40 years
Conway Crossing
Orlando, FL
—
3,208
12,204
316
3,208
12,520
15,728
(1,455)
2002
Oct­13
40 years
Hunters Creek
Orlando, FL
—
3,589
6,686
147
3,589
6,833
10,422
(1,255)
1998
Oct­13
40 years
Pointe Orlando
Orlando, FL
—
6,120
55,954
12,868
6,120
68,822
74,942
(11,646)
2014
Jun­11
40 years
Martin Downs Town
Center
Palm City, FL
—
1,660
9,827
70
1,660
9,897
11,557
(963)
1996
Oct­13
40 years
Martin Downs Village
Center
Palm City, FL
—
5,319
28,560
1,116
5,319
29,676
34,995
(3,106)
1987
Jun­11
40 years
23rd Street Station
Panama City, FL
3,120
9,040
183
3,120
9,223
12,343
(2,103)
1995
Jun­11
40 years
Panama City Square
Panama City, FL
—
5,690
15,258
2,317
5,690
17,575
23,265
(4,069)
2014
Jun­11
40 years
Pensacola Square
Pensacola, FL
—
2,630
9,754
1,185
2,630
10,939
13,569
(2,740)
1995
Jun­11
40 years
Shopper's Haven
Shopping Ctr
Pompano Beach, FL
7,700
19,054
1,474
7,700
20,528
28,228
(5,072)
1998
Jun­11
40 years
East Port Plaza
Port St. Lucie, FL
—
4,099
22,485
46
4,099
22,531
26,630
(2,555)
1991
Oct­13
40 years
Shoppes of Victoria
Square
Port St. Lucie, FL
—
3,450
6,379
446
3,450
6,825
10,275
(1,917)
1990
Jun­11
40 years
Lake St. Charles
Riverview, FL
—
2,801
6,909
40
2,801
6,949
9,750
(639)
1999
Oct­13
40 years
Cobblestone Village I
and II
Royal Palm Beach, FL
2,700
5,066
433
2,700
5,499
8,199
(860)
2005
Jun­11
40 years
Beneva Village Shops
Sarasota, FL
3,489
17,927
223
3,489
18,150
21,639
(2,266)
1987
Oct­13
40 years
(22,633)
—
(6,763)
(14,960)
(9,994)
—
­ F­45 ­
Description
Sarasota Village
Sarasota, FL
Atlantic Plaza
Satellite Beach, FL
Seminole Plaza
Encumbrances
—
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Land
Building &
Acquisition
Improvements
Improvements
Land
Total
Statement
5,190
12,476
3,589
5,190
16,065
21,255
(3,004)
2011
Jun­11
40 years
(7,144)
2,630
11,004
687
2,630
11,691
14,321
(2,211)
2008
Jun­11
40 years
Seminole, FL
(5,636)
3,870
8,279
720
3,870
8,999
12,869
(1,401)
1995
Jun­11
40 years
Cobblestone Village
St. Augustine, FL
(26,784)
7,260
32,693
1,594
7,260
34,287
41,547
(6,539)
2003
Jun­11
40 years
Dolphin Village
St. Pete Beach, FL
—
9,882
16,140
770
9,882
16,910
26,792
(2,042)
1990
Oct­13
40 years
Bay Point Plaza
St. Petersburg, FL
—
4,025
13,026
404
4,025
13,430
17,455
(2,497)
2002
Oct­13
40 years
Rutland Plaza
St. Petersburg, FL
3,880
8,212
320
3,880
8,532
12,412
(2,291)
2002
Jun­11
40 years
Skyway Plaza
St. Petersburg, FL
—
2,200
7,178
32
2,200
7,210
9,410
(2,041)
2002
Jun­11
40 years
Tyrone Gardens
St. Petersburg, FL
—
5,690
10,120
525
5,690
10,645
16,335
(3,407)
1998
Jun­11
40 years
Downtown Publix
Stuart, FL
1,770
12,757
510
1,770
13,267
15,037
(2,565)
2000
Jun­11
40 years
Sunrise Town Center
Sunrise, FL
—
7,856
9,609
267
7,856
9,876
17,732
(2,098)
1989
Oct­13
40 years
Carrollwood Center
Tampa, FL
—
3,749
15,002
536
3,749
15,538
19,287
(2,068)
2002
Oct­13
40 years
Ross Plaza
Tampa, FL
—
2,808
12,009
110
2,808
12,119
14,927
(1,553)
1996
Oct­13
40 years
Tarpon Mall
Tarpon Springs, FL
7,800
13,874
3,329
7,800
17,203
25,003
(3,713)
2003
Jun­11
40 years
Venice Plaza
Venice, FL
—
3,245
14,504
208
3,245
14,712
17,957
(1,177)
1999
Oct­13
40 years
Venice Shopping Center
Venice, FL
—
2,555
6,847
207
2,555
7,054
9,609
(805)
2000
Oct­13
40 years
Governors Town Square Acworth, GA
—
2,605
14,156
65
2,605
14,221
16,826
(1,573)
2005
Oct­13
40 years
Albany Plaza
Albany, GA
1,840
3,072
210
1,840
3,282
5,122
(889)
1995
Jun­11
40 years
Mansell Crossing
Alpharetta, GA
—
19,840
33,944
4,705
19,840
38,649
58,489
(8,322)
2014
Jun­11
40 years
Perlis Plaza
Americus, GA
—
1,170
4,743
520
1,170
5,263
6,433
(1,721)
1972
Jun­11
40 years
Northeast Plaza
Atlanta, GA
(20,189)
5,370
38,129
1,155
5,370
39,284
44,654
(7,969)
2013
Jun­11
40 years
Augusta West Plaza
Augusta, GA
(4,276)
1,070
8,231
298
1,070
8,529
9,599
(3,343)
2006
Jun­11
40 years
Sweetwater Village
Austell, GA
—
1,080
3,074
210
1,080
3,284
4,364
(970)
1985
Jun­11
40 years
Vineyards at Chateau
Elan
Braselton, GA
—
2,202
14,657
261
2,202
14,918
17,120
(1,483)
2002
Oct­13
40 years
Cedar Plaza
Cedartown, GA
—
1,550
4,342
94
1,550
4,436
5,986
(1,460)
1994
Jun­11
40 years
Conyers Plaza
Conyers, GA
3,870
12,001
1,297
3,870
13,298
17,168
(3,327)
2001
Jun­11
40 years
Cordele Square
Cordele, GA
2,050
5,625
202
2,050
5,827
7,877
(2,113)
2002
Jun­11
40 years
Covington Gallery
Covington, GA
3,280
8,479
131
3,280
8,610
11,890
(2,360)
1991
Jun­11
40 years
Salem Road Station
Covington, GA
—
670
11,509
145
670
11,654
12,324
(1,955)
2000
Oct­13
40 years
Keith Bridge Commons
Cumming, GA
—
1,501
15,080
114
1,501
15,194
16,695
(2,000)
2002
Oct­13
40 years
Northside
Dalton, GA
—
1,320
3,963
243
1,320
4,206
5,526
(1,587)
2001
Jun­11
40 years
Cosby Station
Douglasville, GA
2,650
6,593
261
2,650
6,854
9,504
(1,691)
1994
Jun­11
40 years
Park Plaza
Douglasville, GA
1,470
2,655
795
1,470
3,450
4,920
(547)
1986
Jun­11
40 years
Dublin Village
Dublin, GA
1,876
9,059
143
1,876
9,202
11,078
(1,680)
2005
Oct­13
40 years
Westgate
Dublin, GA
—
1,450
3,991
272
1,450
4,263
5,713
(1,256)
2004
Jun­11
40 years
Venture Pointe
Duluth, GA
—
2,460
7,933
5,185
2,460
13,118
15,578
(2,619)
2012
Jun­11
40 years
Banks Station
Fayetteville, GA
3,490
12,567
1,231
3,490
13,798
17,288
(4,444)
2006
Jun­11
40 years
Barrett Place
Kennesaw, GA
—
6,990
14,370
347
6,990
14,717
21,707
(4,388)
1994
Jun­11
40 years
Shops of Huntcrest
Lawrenceville, GA
—
2,093
17,936
239
2,093
18,175
20,268
(1,797)
2003
Oct­13
40 years
Mableton Walk
Mableton, GA
(9,631)
1,660
9,433
572
1,660
10,005
11,665
(2,141)
1994
Jun­11
40 years
The Village at Mableton Mableton, GA
(10,100)
2,040
6,455
1,143
2,040
7,598
9,638
(2,396)
2014
Jun­11
40 years
North Park
Macon, GA
—
3,520
11,192
671
3,520
11,863
15,383
(3,211)
2013
Jun­11
40 years
Marshalls at Eastlake
Marietta, GA
—
2,650
2,667
738
2,650
3,405
6,055
(782)
1982
Jun­11
40 years
New Chastain Corners
Marietta, GA
—
3,090
8,071
484
3,090
8,555
11,645
(2,265)
2004
Jun­11
40 years
Pavilions at Eastlake
Marietta, GA
4,770
12,529
778
4,770
13,307
18,077
(4,017)
1996
Jun­11
40 years
Perry Marketplace
Perry, GA
2,540
7,459
951
2,540
8,410
10,950
(2,197)
2004
Jun­11
40 years
Creekwood Village
Rex, GA
1,400
4,772
116
1,400
4,888
6,288
(1,569)
1990
Jun­11
40 years
Shops of Riverdale
Riverdale, GA
—
640
2,123
31
640
2,154
2,794
(423)
1995
Jun­11
40 years
Holcomb Bridge
Crossing
Roswell, GA
—
1,170
5,563
604
1,170
6,167
7,337
(2,008)
1988
Jun­11
40 years
Victory Square
Savannah, GA
—
6,080
14,881
196
6,080
15,077
21,157
(2,997)
2007
Jun­11
40 years
Stockbridge Village
Stockbridge, GA
(24,078)
6,210
16,518
2,630
6,210
19,148
25,358
(4,271)
2008
Jun­11
40 years
Stone Mountain Festival
Stone Mountain, GA
(10,300)
5,740
16,732
1,218
5,740
17,950
23,690
(4,933)
2006
Jun­11
40 years
Wilmington Island
Wilmington Island, GA
—
2,630
8,005
539
2,630
8,544
11,174
(1,270)
2014
Oct­13
40 years
Kimberly West Shopping Davenport, IA
Center
—
1,710
6,329
539
1,710
6,868
8,578
(2,044)
1987
Jun­11
40 years
Haymarket Mall
2,320
9,944
415
2,320
10,359
12,679
(3,812)
2002
Jun­11
40 years
Des Moines, IA
(6,920)
(11,065)
(17,432)
(2,830)
(10,800)
—
(5,597)
(5,458)
—
(6,214)
(5,874)
(17,818)
—
(5,393)
(5,108)
­ F­46 ­
Description
Haymarket Square
Des Moines, IA
Warren Plaza
Dubuque, IA
Annex of Arlington
Encumbrances
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Land
Building &
Acquisition
Improvements
Improvements
Land
Total
Statement
3,360
9,319
1,926
3,360
11,245
14,605
(2,608)
2002
Jun­11
40 years
—
1,740
7,179
372
1,740
7,551
9,291
(1,919)
1993
Jun­11
40 years
Arlington Heights, IL
—
3,360
18,322
7,606
3,939
25,349
29,288
(5,807)
2012
Jun­11
40 years
Ridge Plaza
Arlington Heights, IL
—
3,720
10,168
3,540
3,720
13,708
17,428
(3,827)
2000
Jun­11
40 years
Bartonville Square
Bartonville, IL
(2,030)
480
3,656
143
480
3,799
4,279
(1,334)
2001
Jun­11
40 years
Festival Center
Bradley, IL
(875)
390
2,211
29
390
2,240
2,630
(705)
2006
Jun­11
40 years
Southfield Plaza
Bridgeview, IL
(13,827)
5,880
18,736
594
5,880
19,330
25,210
(5,593)
2006
Jun­11
40 years
Commons of Chicago
Ridge
Chicago Ridge, IL
(25,720)
4,310
39,422
2,740
4,310
42,162
46,472
(8,930)
1998
Jun­11
40 years
Rivercrest Shopping
Center
Crestwood, IL
—
7,010
40,569
10,320
11,010
46,889
57,899
(10,116)
2013
Jun­11
40 years
The Commons of Crystal Crystal Lake, IL
Lake
—
3,660
31,905
3,519
3,660
35,424
39,084
(6,068)
2014
Jun­11
40 years
Elk Grove Town Center
Elk Grove Village, IL
3,730
19,336
918
3,730
20,254
23,984
(4,078)
1998
Jun­11
40 years
Crossroads Centre
Fairview Heights, IL
—
3,230
12,297
5,093
3,230
17,390
20,620
(6,442)
1975
Jun­11
40 years
Frankfort Crossing
Shopping Center
Frankfort, IL
—
3,977
17,049
320
3,977
17,369
21,346
(1,820)
1992
Oct­13
40 years
Freeport Plaza
Freeport, IL
—
660
5,711
76
660
5,787
6,447
(2,016)
2000
Jun­11
40 years
Westview Center
Hanover Park, IL
—
6,130
29,401
5,041
6,130
34,442
40,572
(6,640)
2014
Jun­11
40 years
The Quentin Collection
Kildeer, IL
5,780
27,274
1,112
5,780
28,386
34,166
(6,289)
2006
Jun­11
40 years
Butterfield Square
Libertyville, IL
—
3,430
13,348
2,526
3,430
15,874
19,304
(3,045)
2013
Jun­11
40 years
High Point Centre
Lombard, IL
—
7,510
20,294
1,522
7,510
21,816
29,326
(4,259)
1992
Jun­11
40 years
(6,697)
(20,225)
(21,484)
Long Meadow Commons Mundelein, IL
(11,900)
4,700
11,507
302
4,700
11,809
16,509
(3,813)
1997
Jun­11
40 years
Westridge Court
Naperville, IL
(16,770)
10,560
72,844
10,178
10,560
83,022
93,582
(15,455)
2013
Jun­11
40 years
Sterling Bazaar
Peoria, IL
—
2,050
6,597
396
2,050
6,993
9,043
(2,294)
1992
Jun­11
40 years
Rollins Crossing
Round Lake Beach, IL
—
3,040
23,180
1,054
3,040
24,234
27,274
(5,113)
1998
Jun­11
40 years
Twin Oaks Shopping
Center
Silvis, IL
—
1,300
6,896
41
1,300
6,937
8,237
(1,525)
1991
Jun­11
40 years
Parkway Pointe
Springfield, IL
—
650
6,013
365
650
6,378
7,028
(1,136)
1994
Jun­11
40 years
Sangamon Center North
Springfield, IL
—
2,350
9,588
278
2,350
9,866
12,216
(3,315)
1996
Jun­11
40 years
Tinley Park Plaza
Tinley Park, IL
12,250
21,537
1,935
12,250
23,472
35,722
(4,612)
2005
Jun­11
40 years
Meridian Village Plaza
Carmel, IN
2,089
7,356
1,953
2,089
9,309
11,398
(1,948)
1990
Jun­11
40 years
Columbus Center
Columbus, IN
1,480
14,639
664
1,480
15,303
16,783
(3,695)
2005
Jun­11
40 years
Elkhart Plaza West
Elkhart, IN
770
6,499
229
770
6,728
7,498
(1,596)
1997
Jun­11
40 years
Apple Glen Crossing
Fort Wayne, IN
2,550
19,792
830
2,550
20,622
23,172
(4,314)
2002
Jun­11
40 years
Elkhart Market Centre
Goshen, IN
—
2,000
16,783
2,083
2,000
18,866
20,866
(5,010)
1994
Jun­11
40 years
Marwood Plaza
Indianapolis, IN
—
1,720
5,479
292
1,720
5,771
7,491
(1,326)
1992
Jun­11
40 years
Westlane Shopping
Center
Indianapolis, IN
—
870
2,603
665
870
3,268
4,138
(756)
1982
Jun­11
40 years
Valley View Plaza
Marion, IN
440
3,039
54
440
3,093
3,533
(714)
1997
Jun­11
40 years
Bittersweet Plaza
Mishawaka, IN
—
840
6,677
490
840
7,167
8,007
(1,524)
2000
Jun­11
40 years
Lincoln Plaza
New Haven, IN
—
780
6,277
243
780
6,520
7,300
(1,488)
1968
Jun­11
40 years
Speedway Super Center
Speedway, IN
—
8,410
49,124
1,933
8,410
51,057
59,467
(10,245)
2010
Jun­11
40 years
Sagamore Park Centre
West Lafayette, IN
—
2,390
11,074
822
2,390
11,896
14,286
(3,018)
2003
Jun­11
40 years
Westchester Square
Lenexa, KS
—
3,250
14,264
738
3,250
15,002
18,252
(3,535)
1987
Jun­11
40 years
West Loop Shopping
Center
Manhattan, KS
—
2,800
10,304
6,080
2,800
16,384
19,184
(2,797)
2013
Jun­11
40 years
Green River Plaza
Campbellsville, KY
—
4,200
10,402
1,456
4,200
11,858
16,058
(3,476)
1989
Jun­11
40 years
Kmart Plaza
Elizabethtown, KY
—
2,370
6,095
141
2,370
6,236
8,606
(2,010)
1992
Jun­11
40 years
Florence Plaza ­
Florence Square
Florence, KY
—
9,380
47,043
16,142
11,014
61,551
72,565
(11,245)
2014
Jun­11
40 years
Highland Commons
Glasgow, KY
—
1,940
6,245
49
1,940
6,294
8,234
(2,001)
1992
Jun­11
40 years
Jeffersontown Commons Jeffersontown, KY
—
3,920
14,588
195
3,920
14,783
18,703
(4,402)
2005
Jun­11
40 years
Mist Lake Plaza
Lexington, KY
—
4,200
10,483
907
4,200
11,390
15,590
(2,862)
1993
Jun­11
40 years
London Marketplace
London, KY
—
1,400
10,362
292
1,400
10,654
12,054
(3,048)
1994
Jun­11
40 years
Eastgate Shopping
Center
Louisville, KY
—
4,300
13,784
851
4,300
14,635
18,935
(3,770)
2002
Jun­11
40 years
Plainview Village
Louisville, KY
—
2,600
10,109
774
2,600
10,883
13,483
(2,461)
1997
Jun­11
40 years
Stony Brook I & II
Louisville, KY
—
3,650
17,746
436
3,650
18,182
21,832
(3,714)
1988
Jun­11
40 years
Towne Square North
Owensboro, KY
2,230
9,037
294
2,230
9,331
11,561
(3,185)
1988
Jun­11
40 years
Lexington Road Plaza
Versailles, KY
3,950
11,479
194
3,950
11,673
15,623
(3,353)
2007
Jun­11
40 years
(18,507)
—
(9,706)
—
(13,100)
(1,399)
(5,592)
—
­ F­47 ­
Description
Karam Shopping Center
Lafayette, LA
Iberia Plaza
New Iberia, LA
Lagniappe Village
Encumbrances
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Land
Building &
Acquisition
Improvements
Improvements
Land
Total
Statement
410
2,955
456
410
3,411
3,821
(857)
2014
Jun­11
40 years
—
2,590
5,734
1,145
2,590
6,879
9,469
(2,433)
1992
Jun­11
40 years
New Iberia, LA
—
3,170
11,147
748
3,170
11,895
15,065
(4,034)
2010
Jun­11
40 years
The Pines
Pineville, LA
(4,567)
3,080
8,025
142
3,080
8,167
11,247
(2,247)
1991
Jun­11
40 years
Points West
Brockton, MA
(7,661)
2,200
10,572
477
2,200
11,049
13,249
(3,176)
2007
Jun­11
40 years
4,690
12,790
449
4,690
13,239
17,929
(2,775)
1992
Jun­11
40 years
3,470
25,302
71
3,470
25,373
28,843
(5,226)
2005
Jun­11
40 years
3,110
11,964
476
3,110
12,440
15,550
(3,125)
2000
Jun­11
40 years
(2,009)
Burlington Square I, II & Burlington, MA
III
—
Chicopee Marketplace
Chicopee, MA
Holyoke Shopping
Center
Holyoke, MA
WaterTower Plaza
Leominster, MA
(29,309)
10,400
39,533
2,315
10,400
41,848
52,248
(9,765)
2000
Jun­11
40 years
Lunenberg Crossing
Lunenburg, MA
(2,110)
930
1,825
244
930
2,069
2,999
(390)
1994
Jun­11
40 years
Lynn Marketplace
Lynn, MA
—
3,100
5,678
53
3,100
5,731
8,831
(1,717)
1968
Jun­11
40 years
Webster Square
Marshfield, MA
—
5,532
27,284
—
5,532
27,284
32,816
(719)
2005
Jun­15
40 years
Berkshire Crossing
Pittsfield, MA
—
5,210
39,207
2,239
5,210
41,446
46,656
(8,770)
1994
Jun­11
40 years
Westgate Plaza
Westfield, MA
2,250
9,784
509
2,250
10,293
12,543
(3,102)
1996
Jun­11
40 years
Perkins Farm
Marketplace
Worcester, MA
—
2,150
16,827
1,727
2,150
18,554
20,704
(4,266)
1998
Jun­11
40 years
South Plaza Shopping
Center
California, MD
—
2,174
23,209
—
2,174
23,209
25,383
(2,690)
2005
Oct­13
40 years
Campus Village
College Park, MD
1,660
5,038
439
1,660
5,477
7,137
(906)
1986
Jun­11
40 years
Fox Run
Prince Frederick, MD
—
3,560
31,192
1,774
3,560
32,966
36,526
(7,262)
1997
Jun­11
40 years
Liberty Plaza
Randallstown, MD
—
2,820
6,172
17,961
2,820
24,133
26,953
(2,331)
2012
Jun­11
40 years
Rising Sun Towne Centre Rising Sun, MD
—
1,970
17,002
1,308
1,970
18,310
20,280
(3,073)
2013
Jun­11
40 years
Pine Tree Shopping
Center
Portland, ME
(9,600)
2,860
19,006
1,166
2,860
20,172
23,032
(5,453)
1958
Jun­11
40 years
Maple Village
Ann Arbor, MI
(18,299)
3,200
18,980
1,306
3,200
20,286
23,486
(5,975)
2000
Jun­11
40 years
Grand Crossing
Brighton, MI
(3,576)
1,780
7,526
784
1,780
8,310
10,090
(2,377)
2005
Jun­11
40 years
Farmington Crossroads
Farmington, MI
1,620
4,374
1,461
1,620
5,835
7,455
(1,251)
2013
Jun­11
40 years
Silver Pointe Shopping
Center
Fenton, MI
(3,440)
3,840
12,258
911
3,840
13,169
17,009
(3,851)
1996
Jun­11
40 years
Cascade East
Grand Rapids, MI
(7,512)
1,280
5,389
1,085
1,280
6,474
7,754
(1,952)
1983
Jun­11
40 years
Delta Center
Lansing, MI
(5,358)
1,580
9,394
1,279
1,580
10,673
12,253
(3,139)
2005
Jun­11
40 years
Lakes Crossing
Muskegon, MI
—
1,440
13,457
1,889
1,440
15,346
16,786
(3,368)
2011
Jun­11
40 years
Redford Plaza
Redford, MI
—
7,510
18,619
1,197
7,510
19,816
27,326
(6,072)
1992
Jun­11
40 years
Hampton Village Centre Rochester Hills, MI
—
5,370
48,025
6,052
5,370
54,077
59,447
(12,366)
2004
Jun­11
40 years
Fashion Corners
Saginaw, MI
—
1,940
17,712
439
1,940
18,151
20,091
(4,698)
2004
Jun­11
40 years
Green Acres
Saginaw, MI
—
2,170
8,328
2,215
2,170
10,543
12,713
(3,047)
2011
Jun­11
40 years
Hall Road Crossing
Shelby Township, MI
—
5,800
15,734
3,195
5,800
18,929
24,729
(5,131)
1999
Jun­11
40 years
Southfield Plaza
Southfield, MI
—
1,320
3,988
1,854
1,320
5,842
7,162
(1,280)
2002
Jun­11
40 years
18 Ryan
Sterling Heights, MI
(5,699)
3,160
11,280
262
3,160
11,542
14,702
(3,402)
1997
Jun­11
40 years
Delco Plaza
Sterling Heights, MI
(3,753)
2,860
7,025
620
2,860
7,645
10,505
(3,502)
1996
Jun­11
40 years
Grand Traverse Crossing Traverse City, MI
(17,960)
3,100
31,125
1,384
3,100
32,509
35,609
(6,093)
1996
Jun­11
40 years
West Ridge
Westland, MI
—
1,800
5,704
3,041
1,800
8,745
10,545
(1,089)
2014
Jun­11
40 years
Roundtree Place
Ypsilanti, MI
—
3,520
8,353
6,468
3,520
14,821
18,341
(1,921)
1992
Jun­11
40 years
Washtenaw Fountain
Plaza
Ypsilanti, MI
—
2,030
7,064
511
2,030
7,575
9,605
(2,472)
2005
Jun­11
40 years
Southport Centre I ­ VI
Apple Valley, MN
4,960
18,412
378
4,960
18,790
23,750
(3,366)
1985
Jun­11
40 years
Austin Town Center
Austin, MN
—
1,280
4,189
98
1,280
4,287
5,567
(1,121)
1999
Jun­11
40 years
Burning Tree Plaza
Duluth, MN
—
4,790
16,220
155
4,790
16,375
21,165
(4,294)
1987
Jun­11
40 years
Elk Park Center
Elk River, MN
—
3,770
18,564
738
3,770
19,302
23,072
(5,131)
1999
Jun­11
40 years
Westwind Plaza
Minnetonka, MN
—
2,630
11,538
771
2,630
12,309
14,939
(2,318)
2007
Jun­11
40 years
Richfield Hub & West
Shopping Ctr
Richfield, MN
7,960
19,502
1,163
7,960
20,665
28,625
(3,478)
1992
Jun­11
40 years
Roseville Center
Roseville , MN
—
1,620
8,478
167
1,620
8,645
10,265
(1,769)
2000
Jun­11
40 years
Marketplace @ 42
Savage, MN
—
5,150
11,638
(50)
5,150
11,588
16,738
(1,887)
1999
Jun­11
40 years
Sun Ray Shopping Center St. Paul, MN
—
5,250
21,042
1,825
5,250
22,867
28,117
(5,326)
2013
Jun­11
40 years
White Bear Hills
Shopping Center
White Bear Lake, MN
1,790
6,157
237
1,790
6,394
8,184
(2,119)
1996
Jun­11
40 years
Ellisville Square
Ellisville, MO
—
2,130
6,151
6,069
2,130
12,220
14,350
(960)
2014
Jun­11
40 years
Clocktower Place
Florissant, MO
—
3,590
8,463
2,129
3,590
10,592
14,182
(2,316)
2013
Jun­11
40 years
Hub Shopping Center
Independence, MO
—
850
7,744
191
850
7,935
8,785
(3,121)
1995
Jun­11
40 years
(17,415)
—
(5,886)
(5,100)
—
(13,015)
(16,320)
(4,576)
­ F­48 ­
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Building &
Acquisition
Improvements
Improvements
Encumbrances
—
2,610
13,598
939
2,610
14,537
17,147
(3,073)
1997
Jun­11
40 years
—
2,530
8,664
1,180
2,530
9,844
12,374
(2,713)
1987
Jun­11
40 years
(3,730)
1,450
4,494
109
1,450
4,603
6,053
(1,253)
1998
Jun­11
40 years
(5,377)
2,760
9,218
474
2,760
9,692
12,452
(1,943)
1990
Jun­11
40 years
—
2,820
23,440
2,621
2,820
26,061
28,881
(4,234)
2014
Jun­11
40 years
—
1,070
2,612
234
1,070
2,846
3,916
(1,025)
1990
Jun­11
40 years
(4,827)
940
4,533
2,320
940
6,853
7,793
(2,187)
2012
Jun­11
40 years
(18,500)
10,590
23,007
3,078
10,590
26,085
36,675
(4,740)
2014
Jun­11
40 years
—
5,240
19,587
1,433
5,240
21,020
26,260
(4,568)
2005
Jun­11
40 years
—
770
3,783
99
770
3,882
4,652
(1,175)
2001
Jun­11
40 years
Garner, NC
—
6,233
23,465
640
6,233
24,105
30,338
(2,968)
1997
Oct­13
40 years
Franklin Square
Gastonia, NC
(23,430)
7,060
28,631
1,295
7,060
29,926
36,986
(6,498)
2007
Jun­11
40 years
Wendover Place
Greensboro, NC
(31,620)
15,990
39,048
1,005
15,990
40,053
56,043
(10,613)
2000
Jun­11
40 years
University Commons
Greenville, NC
(18,000)
5,350
26,075
3,830
5,350
29,905
35,255
(5,790)
2014
Jun­11
40 years
Valley Crossing
Hickory, NC
—
2,130
6,449
8,785
2,130
15,234
17,364
(2,802)
2014
Jun­11
40 years
Kinston Pointe
Kinston, NC
—
2,180
8,524
144
2,180
8,668
10,848
(3,323)
2001
Jun­11
40 years
Magnolia Plaza
Morganton, NC
—
730
3,350
168
730
3,518
4,248
(702)
1990
Jun­11
40 years
Roxboro Square
Roxboro, NC
—
1,550
8,935
125
1,550
9,060
10,610
(2,277)
2005
Jun­11
40 years
Innes Street Market
Salisbury, NC
—
12,180
27,339
348
12,180
27,687
39,867
(8,187)
2002
Jun­11
40 years
Salisbury Marketplace
Salisbury, NC
—
1,997
7,826
62
1,997
7,888
9,885
(816)
1987
Oct­13
40 years
Crossroads
Statesville, NC
(21,189)
6,220
15,165
756
6,220
15,921
22,141
(3,541)
1997
Jun­11
40 years
Anson Station
Wadesboro, NC
(1,633)
910
3,924
164
910
4,088
4,998
(1,542)
1988
Jun­11
40 years
New Centre Market
Wilmington, NC
5,730
14,900
960
5,730
15,860
21,590
(2,670)
1998
Jun­11
40 years
University Commons
Wilmington, NC
(20,200)
6,910
26,446
1,499
6,910
27,945
34,855
(6,081)
2007
Jun­11
40 years
Whitaker Square
Winston Salem, NC
(9,016)
2,923
11,972
277
2,923
12,249
15,172
(1,795)
1996
Oct­13
40 years
Parkway Plaza
Winston­Salem, NC
—
6,910
17,432
958
6,910
18,390
25,300
(5,351)
2005
Jun­11
40 years
Stratford Commons
Winston­Salem, NC
—
2,770
9,402
266
2,770
9,668
12,438
(2,321)
1995
Jun­11
40 years
Bedford Grove
Bedford, NH
—
3,400
18,917
224
3,400
19,141
22,541
(5,558)
1989
Jun­11
40 years
Capitol Shopping Center
Concord, NH
(9,600)
2,160
11,361
1,187
2,160
12,548
14,708
(3,874)
2001
Jun­11
40 years
Willow Springs Plaza
Nashua , NH
(14,198)
3,490
19,290
771
3,490
20,061
23,551
(4,283)
1990
Jun­11
40 years
Seacoast Shopping
Center
Seabrook , NH
(4,789)
2,230
8,058
90
2,230
8,148
10,378
(1,144)
1991
Jun­11
40 years
Tri­City Plaza
Somersworth, NH
(7,938)
1,900
9,858
1,517
1,900
11,375
13,275
(3,037)
1990
Jun­11
40 years
Laurel Square
Brick, NJ
(12,049)
5,400
20,530
775
5,400
21,305
26,705
(5,271)
2003
Jun­11
40 years
the Shoppes at
Cinnaminson
Cinnaminson, NJ
6,030
45,152
1,751
6,030
46,903
52,933
(8,017)
2010
Jun­11
40 years
A&P Fresh Market
Clark, NJ
2,630
8,351
28
2,630
8,379
11,009
(1,439)
2007
Jun­11
40 years
Collegetown Shopping
Center
Glassboro, NJ
1,560
15,620
7,412
1,560
23,032
24,592
(5,281)
2014
Jun­11
40 years
Hamilton Plaza­Kmart
Plaza
Hamilton, NJ
(3,394)
1,580
8,573
2,960
1,580
11,533
13,113
(1,862)
2014
Jun­11
40 years
Bennetts Mills Plaza
Jackson, NJ
(12,577)
3,130
16,956
39
3,130
16,995
20,125
(3,002)
2002
Jun­11
40 years
Lakewood Plaza
Lakewood, NJ
—
5,090
25,863
568
5,090
26,431
31,521
(6,285)
1966
Jun­11
40 years
Marlton Crossing
Marlton, NJ
—
5,950
45,457
7,303
5,950
52,760
58,710
(11,524)
2013
Jun­11
40 years
Middletown Plaza
Middletown, NJ
(21,961)
5,060
41,359
1,071
5,060
42,430
47,490
(7,100)
2001
Jun­11
40 years
Larchmont Centre
Mount Laurel, NJ
(7,000)
4,421
14,985
—
4,421
14,985
19,406
(451)
1985
Jun­15
40 years
Old Bridge Gateway
Old Bridge, NJ
(24,490)
7,200
36,917
2,776
7,200
39,693
46,893
(7,311)
1995
Jun­11
40 years
Morris Hills Shopping
Center
Parsippany, NJ
—
3,970
28,974
3,983
3,970
32,957
36,927
(5,335)
1994
Jun­11
40 years
Rio Grande Plaza
Rio Grande, NJ
—
1,660
12,190
970
1,660
13,160
14,820
(2,784)
1997
Jun­11
40 years
Ocean Heights Shopping Somers Point, NJ
Center
—
6,110
34,503
1,507
6,110
36,010
42,120
(5,200)
2006
Jun­11
40 years
ShopRite Supermarket
Springfield, NJ
—
1,150
4,310
—
1,150
4,310
5,460
(855)
1965
Jun­11
40 years
Tinton Falls Plaza
Tinton Falls, NJ
—
3,080
11,666
506
3,080
12,172
15,252
(2,449)
2006
Jun­11
40 years
Cross Keys Commons
Turnersville, NJ
—
5,840
32,773
2,295
5,840
35,068
40,908
(6,731)
1996
Jun­11
40 years
Dover Park Plaza
Yardville, NJ
—
1,030
7,583
539
1,030
8,122
9,152
(1,495)
2005
Jun­11
40 years
St Francis Plaza
Santa Fe, NM
(3,900)
1,110
4,843
—
1,110
4,843
5,953
(915)
1993
Jun­11
40 years
Smith's
Socorro, NM
(1,769)
600
5,312
138
600
5,450
6,050
(1,468)
1976
Jun­11
40 years
Galleria Commons
Henderson, NV
3,220
28,080
1,954
3,220
30,034
33,254
(5,673)
2005
Jun­11
40 years
Description
Watts Mill Plaza
Kansas City, MO
Liberty Corners
Liberty, MO
Maplewood Square
Maplewood, MO
Clinton Crossing
Clinton, MS
County Line Plaza
Jackson, MS
Jacksonian Plaza
Jackson, MS
Devonshire Place
Cary, NC
McMullen Creek Market Charlotte, NC
The Commons at
Chancellor Park
Charlotte, NC
Macon Plaza
Franklin, NC
Garner Towne Square
—
—
(5,519)
—
—
Land
­ F­49 ­
Land
Total
Statement
Description
Renaissance Center East Las Vegas, NV
Encumbrances
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Land
Building &
Acquisition
Improvements
Improvements
Land
Total
Statement
(16,373)
4,490
10,209
1,549
4,490
11,758
16,248
(2,344)
2012
Jun­11
40 years
Parkway Plaza
Carle Place, NY
(13,770)
5,790
19,389
2,111
5,790
21,500
27,290
(3,376)
1993
Jun­11
40 years
Kmart Plaza
Dewitt, NY
(3,032)
1,080
4,192
7,490
1,080
11,682
12,762
(682)
2014
Jun­11
40 years
Unity Plaza
East Fishkill, NY
(7,191)
2,100
13,935
14
2,100
13,949
16,049
(2,116)
2005
Jun­11
40 years
Suffolk Plaza
East Setauket, NY
—
2,780
9,937
619
2,780
10,556
13,336
(1,445)
1998
Jun­11
40 years
Three Village Shopping
Center
East Setauket, NY
—
5,310
15,705
253
5,310
15,958
21,268
(2,714)
1991
Jun­11
40 years
Stewart Plaza
Garden City, NY
—
6,040
21,376
1,049
6,040
22,425
28,465
(5,466)
1990
Jun­11
40 years
Genesee Valley
Shopping Center
Geneseo, NY
—
2,090
14,875
1,125
2,090
16,000
18,090
(4,421)
2007
Jun­11
40 years
McKinley Plaza
Hamburg, NY
—
1,300
12,504
1,939
1,300
14,443
15,743
(2,438)
1991
Jun­11
40 years
Dalewood I, II & III
Shopping Center
Hartsdale, NY
6,900
56,940
1,815
6,900
58,755
65,655
(8,200)
2012
Jun­11
40 years
Hornell Plaza
Hornell, NY
2,270
19,006
1,708
2,270
20,714
22,984
(6,358)
2005
Jun­11
40 years
Cayuga Mall
Ithaca, NY
1,180
11,244
3,409
1,180
14,653
15,833
(4,390)
2013
Jun­11
40 years
Kings Park Shopping
Center
Kings Park, NY
—
4,790
11,146
1,936
4,790
13,082
17,872
(2,161)
1985
Jun­11
40 years
Village Square
Larchmont, NY
—
1,320
5,065
706
1,320
5,771
7,091
(774)
1981
Jun­11
40 years
Falcaro's Plaza
Lawrence, NY
—
3,410
9,272
1,719
3,410
10,991
14,401
(1,681)
1972
Jun­11
40 years
Shops at Seneca Mall
Liverpool, NY
—
530
7,020
192
530
7,212
7,742
(2,141)
2005
Jun­11
40 years
A & P Mamaroneck
Mamaroneck, NY
—
1,460
765
1,618
2,198
1,645
3,843
(88)
1976
Jun­11
40 years
Sunshine Square
Medford, NY
—
7,350
23,473
1,515
7,350
24,988
32,338
(4,430)
2007
Jun­11
40 years
Wallkill Plaza
Middletown, NY
—
1,360
8,288
1,448
1,360
9,736
11,096
(3,470)
2012
Jun­11
40 years
Monroe ShopRite Plaza
Monroe, NY
(8,320)
1,840
16,111
414
1,840
16,525
18,365
(3,589)
1985
Jun­11
40 years
Rockland Plaza
Nanuet, NY
(37,703)
10,700
59,563
6,673
10,700
66,236
76,936
(9,435)
2006
Jun­11
40 years
North Ridge Plaza
New Rochelle, NY
4,910
9,479
562
4,910
10,041
14,951
(1,620)
1971
Jun­11
40 years
Nesconset Shopping
Center
Port Jefferson Station, NY
5,510
20,252
2,963
5,510
23,215
28,725
(4,096)
2012
Jun­11
40 years
Port Washington
Port Washington, NY
440
489
—
440
489
929
(235)
1968
Jun­11
40 years
Roanoke Plaza
Riverhead, NY
5,050
15,177
1,513
5,050
16,690
21,740
(3,655)
2002
Jun­11
40 years
Rockville Centre
Rockville Centre, NY
3,590
6,935
139
3,590
7,074
10,664
(1,407)
1975
Jun­11
40 years
Mohawk Acres
Rome, NY
(6,076)
1,720
13,691
907
1,720
14,598
16,318
(3,178)
2005
Jun­11
40 years
College Plaza
Selden, NY
(9,975)
6,330
12,411
14,073
6,865
25,949
32,814
(4,633)
2013
Jun­11
40 years
Campus Plaza
Vestal, NY
—
1,170
16,143
222
1,170
16,365
17,535
(4,364)
2003
Jun­11
40 years
Parkway Plaza
Vestal, NY
—
2,168
18,651
1,219
2,168
19,870
22,038
(5,094)
2012
Jun­11
40 years
Shoppes at Vestal
Vestal, NY
—
1,340
14,730
38
1,340
14,768
16,108
(2,200)
2000
Jun­11
40 years
Town Square Mall
Vestal, NY
2,520
40,867
4,274
2,520
45,141
47,661
(8,861)
2012
Jun­11
40 years
(31,756)
—
(7,118)
—
(13,300)
—
(9,900)
—
(29,400)
The Plaza at Salmon Run Watertown, NY
—
1,420
12,431
104
1,420
12,535
13,955
(2,786)
1993
Jun­11
40 years
Highridge Plaza
—
6,020
16,218
2,237
6,020
18,455
24,475
(2,522)
1977
Jun­11
40 years
2,930
18,553
382
2,930
18,935
21,865
(2,896)
2004
Jun­11
40 years
Yonkers, NY
Brunswick Town Center Brunswick, OH
(10,832)
30th Street Plaza
Canton, OH
—
1,950
14,383
286
1,950
14,669
16,619
(3,289)
1999
Jun­11
40 years
Brentwood Plaza
Cincinnati, OH
—
5,090
20,078
1,261
5,090
21,339
26,429
(4,356)
2004
Jun­11
40 years
Delhi Shopping Center
Cincinnati, OH
—
3,690
7,910
1,721
3,690
9,631
13,321
(2,152)
2012
Jun­11
40 years
Harpers Station
Cincinnati, OH
—
3,110
25,203
6,351
3,987
30,677
34,664
(5,397)
2014
Jun­11
40 years
Western Hills Plaza
Cincinnati, OH
—
8,690
27,610
608
8,690
28,218
36,908
(7,475)
2011
Jun­11
40 years
Western Village
Cincinnati, OH
—
3,370
12,743
534
3,370
13,277
16,647
(2,757)
2005
Jun­11
40 years
Crown Point
Columbus, OH
(12,424)
2,120
14,576
1,382
2,120
15,958
18,078
(3,186)
1998
Jun­11
40 years
Greentree Shopping
Center
Columbus, OH
(6,452)
1,920
12,104
216
1,920
12,320
14,240
(2,840)
2005
Jun­11
40 years
Brandt Pike Place
Dayton, OH
616
1,694
15
616
1,709
2,325
(486)
2008
Jun­11
40 years
South Towne Centre
Dayton, OH
4,990
42,774
5,342
4,990
48,116
53,106
(9,956)
2013
Jun­11
40 years
The Vineyards
Eastlake, OH
—
1,170
6,730
146
1,170
6,876
8,046
(2,175)
1989
Jun­11
40 years
Midway Market Square
Elyria, OH
—
3,818
20,847
1,330
3,818
22,177
25,995
(5,561)
2014
Jun­11
40 years
Southland Shopping
Center
Middleburg Heights, OH
5,940
54,770
4,879
5,940
59,649
65,589
(13,556)
2013
Jun­11
40 years
Tops Plaza
North Olmsted, OH
—
510
3,987
16
510
4,003
4,513
(809)
2002
Jun­11
40 years
Tops Plaza
North Ridgeville, OH
—
1,140
5,513
(21)
1,140
5,492
6,632
(1,147)
2002
Jun­11
40 years
Surrey Square Mall
Norwood, OH
3,900
17,968
1,259
3,900
19,227
23,127
(4,136)
2010
Jun­11
40 years
Market Place
Piqua, OH
390
4,008
1,026
390
5,034
5,424
(1,507)
2012
Jun­11
40 years
—
(19,357)
(36,166)
(6,724)
—
­ F­50 ­
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Building &
Acquisition
Improvements
Improvements
Encumbrances
—
2,820
12,168
837
2,820
13,005
15,825
(2,878)
1989
Jun­11
40 years
—
640
5,716
673
640
6,389
7,029
(1,441)
2002
Jun­11
40 years
1,510
15,423
883
1,510
16,306
17,816
(4,378)
1955
Jun­11
40 years
—
2,440
10,390
1,707
2,440
12,097
14,537
(3,016)
1988
Jun­11
40 years
—
7,004
13,778
1,552
7,004
15,330
22,334
(2,005)
2005
Oct­13
40 years
Westerville, OH
—
300
1,204
333
300
1,537
1,837
(362)
2008
Jun­11
40 years
Marketplace
Tulsa, OK
—
5,040
12,401
2,858
5,040
15,259
20,299
(3,584)
1992
Jun­11
40 years
Village West
Allentown, PA
—
4,180
23,211
1,089
4,180
24,300
28,480
(4,466)
1999
Jun­11
40 years
Park Hills Plaza
Altoona, PA
—
4,390
22,965
1,549
4,390
24,514
28,904
(5,819)
1985
Jun­11
40 years
Bensalem Square
Bensalem, PA
—
1,800
5,826
81
1,800
5,907
7,707
(1,323)
1986
Jun­11
40 years
Bethel Park
Bethel Park, PA
3,060
18,299
1,656
3,060
19,955
23,015
(5,465)
2004
Jun­11
40 years
Bethlehem Square
Bethlehem, PA
8,830
36,794
548
8,830
37,342
46,172
(9,298)
1994
Jun­11
40 years
Lehigh Shopping Center
Bethlehem, PA
6,980
32,744
3,279
6,980
36,023
43,003
(9,162)
2013
Jun­11
40 years
Bristol Park
Bristol, PA
—
3,180
21,408
1,240
3,180
22,648
25,828
(5,783)
2013
Jun­11
40 years
Chalfont Village
Shopping Center
Chalfont, PA
—
1,040
3,761
(112)
1,040
3,649
4,689
(714)
1989
Jun­11
40 years
New Britain Village
Square
Chalfont, PA
—
4,250
24,312
999
4,250
25,311
29,561
(4,500)
1989
Jun­11
40 years
Collegeville Shopping
Center
Collegeville, PA
—
3,410
6,634
2,257
3,410
8,891
12,301
(1,412)
2004
Jun­11
40 years
Whitemarsh Shopping
Center
Conshohocken, PA
—
3,410
11,684
108
3,410
11,792
15,202
(2,239)
2002
Jun­11
40 years
Valley Fair
Devon, PA
—
1,810
8,128
1,324
1,810
9,452
11,262
(2,871)
2001
Jun­11
40 years
Dickson City Crossings
Dickson City, PA
—
3,780
31,285
361
3,780
31,646
35,426
(7,771)
1997
Jun­11
40 years
Dillsburg Shopping
Center
Dillsburg, PA
—
1,670
16,040
1,309
1,670
17,349
19,019
(3,626)
2014
Jun­11
40 years
Barn Plaza
Doylestown, PA
—
8,780
28,601
1,799
8,780
30,400
39,180
(6,702)
2002
Jun­11
40 years
Pilgrim Gardens
Drexel Hill, PA
—
2,090
4,923
3,151
2,090
8,074
10,164
(1,705)
2014
Jun­11
40 years
Gilbertsville Shopping
Center
Gilbertsville, PA
—
1,830
4,306
1,632
1,830
5,938
7,768
(1,829)
2002
Jun­11
40 years
Mount Carmel Plaza
Glenside, PA
—
380
839
62
380
901
1,281
(167)
1975
Jun­11
40 years
Kline Plaza
Harrisburg, PA
—
2,300
13,027
1,440
2,300
14,467
16,767
(5,245)
1952
Jun­11
40 years
New Garden Shopping
Center
Kennett Square, PA
2,240
7,580
1,509
2,240
9,089
11,329
(2,677)
2012
Jun­11
40 years
Stone Mill Plaza
Lancaster, PA
—
2,490
12,445
300
2,490
12,745
15,235
(2,855)
2008
Jun­11
40 years
Woodbourne Square
Langhorne, PA
—
1,640
4,171
271
1,640
4,442
6,082
(862)
1984
Jun­11
40 years
North Penn Market Place Lansdale, PA
—
3,060
5,064
875
3,060
5,939
8,999
(1,012)
1977
Jun­11
40 years
New Holland Shopping
Center
New Holland, PA
—
890
3,369
495
890
3,864
4,754
(1,209)
1995
Jun­11
40 years
Village at Newtown
Newtown, PA
—
7,690
37,039
2,178
7,690
39,217
46,907
(6,405)
1989
Jun­11
40 years
Cherry Square
Northampton, PA
—
950
6,805
97
950
6,902
7,852
(2,248)
1989
Jun­11
40 years
Ivyridge
Philadelphia, PA
(13,487)
7,100
20,716
1,470
7,100
22,186
29,286
(3,436)
2006
Jun­11
40 years
Roosevelt Mall
Philadelphia, PA
(48,079)
8,820
87,961
4,558
8,820
92,519
101,339
(18,322)
2011
Jun­11
40 years
Shoppes at Valley Forge
Phoenixville, PA
2,010
12,859
595
2,010
13,454
15,464
(3,834)
2003
Jun­11
40 years
Plymouth Plaza
Plymouth Meeting, PA
3,120
5,467
526
3,120
5,993
9,113
(847)
1994
Jun­11
40 years
County Line Plaza
Souderton, PA
—
910
8,213
1,755
910
9,968
10,878
(3,016)
2013
Jun­11
40 years
69th Street Plaza
Upper Darby, PA
—
640
4,362
81
640
4,443
5,083
(1,194)
1994
Jun­11
40 years
Warminster Towne
Center
Warminster, PA
4,310
35,284
1,326
4,310
36,610
40,920
(6,820)
1997
Jun­11
40 years
Shops at Prospect
West Hempfield, PA
—
760
6,494
314
760
6,808
7,568
(1,763)
1994
Jun­11
40 years
Whitehall Square
Whitehall, PA
—
4,350
32,773
1,449
4,350
34,222
38,572
(7,623)
2006
Jun­11
40 years
Wilkes­Barre Township
Marketplace
Wilkes­Barre , PA
2,180
16,958
1,964
2,180
18,922
21,102
(4,116)
2004
Jun­11
40 years
Hunt River Commons
North Kingstown, RI
—
1,580
15,295
1,021
1,580
16,316
17,896
(4,313)
1989
Jun­11
40 years
Belfair Towne Village
Bluffton, SC
—
4,265
31,441
451
4,265
31,892
36,157
(3,504)
2006
Jun­11
40 years
Milestone Plaza
Greenville, SC
—
2,563
15,562
189
2,563
15,751
18,314
(1,390)
1995
Oct­13
40 years
Circle Center
Hilton Head, SC
—
3,010
5,796
281
3,010
6,077
9,087
(1,395)
2000
Jun­11
40 years
Island Plaza
James Island, SC
—
2,940
8,874
985
2,940
9,859
12,799
(3,201)
2004
Jun­11
40 years
Festival Centre
North Charleston, SC
—
3,630
8,576
5,434
3,630
14,010
17,640
(2,601)
2014
Jun­11
40 years
Remount Village
Shopping Center
North Charleston, SC
—
1,040
3,174
87
1,040
3,261
4,301
(1,346)
1996
Jun­11
40 years
Fairview Corners I & II
Simpsonville, SC
—
2,370
16,715
1,781
2,370
18,496
20,866
(3,785)
2003
Jun­11
40 years
Description
Brice Park
Reynoldsburg, OH
Streetsboro Crossing
Streetsboro, OH
Miracle Mile Shopping
Plaza
Toledo, OH
Southland Shopping
Plaza
Toledo, OH
Wadsworth Crossings
Wadsworth, OH
Northgate Plaza
(5,700)
(9,668)
—
(15,982)
(2,682)
—
(4,800)
(21,800)
(10,613)
Land
­ F­51 ­
Land
Total
Statement
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Building &
Acquisition
Improvements
Improvements
Encumbrances
—
4,190
34,281
4,298
4,190
38,579
42,769
(8,463)
2012
Jun­11
40 years
—
3,650
10,684
469
3,650
11,153
14,803
(3,274)
1986
Jun­11
40 years
Athens, TN
—
920
7,807
1,517
920
9,324
10,244
(3,058)
2012
Jun­11
40 years
East Ridge Crossing
Chattanooga , TN
(3,416)
1,230
4,031
125
1,230
4,156
5,386
(1,110)
1999
Jun­11
40 years
Watson Glen Shopping
Center
Franklin, TN
(12,555)
5,220
13,476
2,153
5,220
15,629
20,849
(3,776)
2014
Jun­11
40 years
Williamson Square
Franklin, TN
(17,440)
7,730
22,525
6,035
7,730
28,560
36,290
(7,392)
2014
Jun­11
40 years
Greensboro Village
Gallatin, TN
(8,754)
1,503
13,415
127
1,503
13,542
15,045
(1,443)
2005
Oct­13
40 years
Greeneville Commons
Greeneville, TN
2,880
13,331
363
2,880
13,694
16,574
(5,296)
2002
Jun­11
40 years
Oakwood Commons
Hermitage, TN
6,840
17,887
2,881
6,840
20,768
27,608
(5,499)
2005
Jun­11
40 years
Kimball Crossing
Kimball, TN
1,860
18,494
779
1,860
19,273
21,133
(6,652)
2007
Jun­11
40 years
Kingston Overlook
Knoxville, TN
(5,760)
2,060
5,789
1,299
2,060
7,088
9,148
(1,531)
2014
Jun­11
40 years
Farrar Place
Manchester, TN
(1,438)
470
2,760
191
470
2,951
3,421
(1,051)
1989
Jun­11
40 years
The Commons at
Wolfcreek
Memphis, TN
22,530
53,863
13,176
23,240
66,329
89,569
(13,016)
2014
Jun­11
40 years
Georgetown Square
Murfreesboro, TN
3,250
7,424
1,768
3,716
8,726
12,442
(2,079)
2003
Jun­11
40 years
Nashboro Village
Nashville, TN
2,243
11,595
177
2,243
11,772
14,015
(1,396)
1998
Oct­13
40 years
Commerce Central
Tullahoma, TN
1,240
12,143
311
1,240
12,454
13,694
(4,478)
1995
Jun­11
40 years
Merchant's Central
Winchester, TN
1,480
11,930
315
1,480
12,245
13,725
(3,516)
1997
Jun­11
40 years
Palm Plaza
Aransas, TX
(1,613)
680
2,232
297
680
2,529
3,209
(813)
2002
Jun­11
40 years
Bardin Place Center
Arlington, TX
(28,894)
10,690
31,061
2,618
10,690
33,679
44,369
(5,768)
2014
Jun­11
40 years
Parmer Crossing
Austin, TX
(6,506)
3,730
10,267
1,149
3,730
11,416
15,146
(2,762)
2004
Jun­11
40 years
Baytown Shopping
Center
Baytown, TX
(4,839)
3,410
6,580
231
3,410
6,811
10,221
(2,256)
1987
Jun­11
40 years
Cedar Bellaire
Bellaire, TX
(2,799)
2,760
4,180
96
2,760
4,276
7,036
(856)
1994
Jun­11
40 years
El Camino
Bellaire, TX
(2,097)
1,320
3,745
100
1,320
3,845
5,165
(1,237)
2008
Jun­11
40 years
Bryan Square
Bryan, TX
(1,633)
820
2,358
90
820
2,448
3,268
(756)
2008
Jun­11
40 years
Townshire
Bryan, TX
—
1,790
6,399
635
1,790
7,034
8,824
(1,882)
2002
Jun­11
40 years
Plantation Plaza
Clute, TX
—
1,090
7,207
126
1,090
7,333
8,423
(2,275)
1997
Jun­11
40 years
Central Station
College Station, TX
(11,518)
4,340
21,256
1,770
4,340
23,026
27,366
(4,404)
2012
Jun­11
40 years
Rock Prairie Crossing
College Station, TX
(10,498)
2,401
13,463
88
2,401
13,551
15,952
(3,436)
2002
Jun­11
40 years
Carmel Village
Corpus Christi, TX
(2,643)
1,900
4,383
412
1,900
4,795
6,695
(1,261)
1993
Jun­11
40 years
Five Points
Corpus Christi, TX
2,760
16,703
11,195
2,760
27,898
30,658
(4,718)
2014
Jun­11
40 years
Claremont Village
Dallas, TX
(2,151)
1,700
2,994
105
1,700
3,099
4,799
(1,525)
1976
Jun­11
40 years
Jeff Davis
Dallas, TX
(2,742)
1,390
3,481
243
1,390
3,724
5,114
(1,248)
1975
Jun­11
40 years
Stevens Park Village
Dallas, TX
(2,332)
1,270
2,370
1,332
1,270
3,702
4,972
(799)
1974
Jun­11
40 years
Webb Royal
Dallas, TX
(4,248)
2,470
4,833
761
2,470
5,594
8,064
(1,621)
1992
Jun­11
40 years
Wynnewood Village
Dallas, TX
(15,820)
14,770
40,853
2,060
14,770
42,913
57,683
(9,664)
2006
Jun­11
40 years
Parktown
Deer Park, TX
(4,664)
2,790
7,077
458
2,790
7,535
10,325
(2,846)
1999
Jun­11
40 years
Kenworthy Crossing
El Paso, TX
—
2,370
5,471
171
2,370
5,642
8,012
(1,259)
2003
Jun­11
40 years
Preston Ridge
Frisco, TX
—
25,820
124,470
5,463
25,820
129,933
155,753
(26,011)
2013
Jun­11
40 years
Forest Hills
Ft. Worth, TX
(1,936)
1,220
2,779
70
1,220
2,849
4,069
(1,115)
1968
Jun­11
40 years
Ridglea Plaza
Ft. Worth, TX
(8,334)
2,770
16,161
347
2,770
16,508
19,278
(4,724)
1990
Jun­11
40 years
Trinity Commons
Ft. Worth, TX
(16,132)
5,780
26,133
1,712
5,780
27,845
33,625
(6,231)
1998
Jun­11
40 years
Village Plaza
Garland, TX
(4,302)
3,230
6,543
870
3,230
7,413
10,643
(1,801)
2002
Jun­11
40 years
North Hills Village
Haltom City, TX
(602)
940
2,437
114
940
2,551
3,491
(806)
1998
Jun­11
40 years
Highland Village Town
Center
Highland Village, TX
(4,732)
3,370
7,281
130
3,370
7,411
10,781
(2,551)
1996
Jun­11
40 years
Bay Forest
Houston, TX
(3,809)
1,500
6,546
87
1,500
6,633
8,133
(1,975)
2004
Jun­11
40 years
Beltway South
Houston, TX
3,340
9,666
402
3,340
10,068
13,408
(2,202)
1998
Jun­11
40 years
Braes Heights
Houston, TX
1,700
15,040
778
1,700
15,818
17,518
(2,798)
2003
Jun­11
40 years
Braes Link
Houston, TX
850
6,479
165
850
6,644
7,494
(1,034)
1999
Jun­11
40 years
Braes Oaks
Houston, TX
1,310
3,749
166
1,310
3,915
5,225
(797)
1992
Jun­11
40 years
Braesgate
Houston, TX
1,570
2,738
107
1,570
2,845
4,415
(1,279)
1997
Jun­11
40 years
Broadway
Houston, TX
(3,226)
1,720
5,444
588
1,720
6,032
7,752
(1,668)
2006
Jun­11
40 years
Clear Lake Camino
South
Houston, TX
(6,560)
3,320
12,118
226
3,320
12,344
15,664
(2,781)
2004
Jun­11
40 years
Hearthstone Corners
Houston, TX
—
5,240
13,836
812
5,240
14,648
19,888
(4,431)
1998
Jun­11
40 years
Inwood Forest
Houston, TX
—
1,440
4,010
373
1,440
4,383
5,823
(1,219)
1997
Jun­11
40 years
Description
Hillcrest
Spartanburg, SC
Shoppes at Hickory
Hollow
Antioch, TN
Congress Crossing
—
(14,316)
—
—
(5,912)
—
(6,792)
—
—
—
(6,530)
—
(1,749)
—
Land
­ F­52 ­
Land
Total
Statement
Cost Capitalized
Gross Amount at Which Carried
Life on Which
Initial Cost to Company
Subsequent to
at the Close of the Period
Depreciated ­
Building &
Accumulated
Year
Date
Latest Income
Improvements
Depreciation
Constructed (1)
Acquired
Building &
Acquisition
Improvements
Improvements
Encumbrances
—
1,380
4,459
346
1,380
4,805
6,185
(829)
1988
Jun­11
40 years
—
2,110
9,724
174
2,110
9,898
12,008
(1,471)
2000
Jun­11
40 years
Houston, TX
—
3,210
10,614
165
3,210
10,779
13,989
(3,085)
1999
Jun­11
40 years
Maplewood Mall
Houston, TX
(3,498)
1,790
5,514
247
1,790
5,761
7,551
(1,890)
2004
Jun­11
40 years
Merchants Park
Houston, TX
(16,403)
6,580
31,494
2,610
6,580
34,104
40,684
(7,045)
2009
Jun­11
40 years
Northgate
Houston, TX
(1,244)
740
1,320
223
740
1,543
2,283
(413)
1972
Jun­11
40 years
Northshore
Houston, TX
(13,242)
5,970
22,436
1,901
5,970
24,337
30,307
(5,530)
2001
Jun­11
40 years
Northtown Plaza
Houston, TX
(9,947)
4,990
17,414
1,509
4,990
18,923
23,913
(3,687)
1990
Jun­11
40 years
Northwood
Houston, TX
—
2,730
10,079
842
2,730
10,921
13,651
(2,972)
1972
Jun­11
40 years
Orange Grove
Houston, TX
—
3,670
15,490
473
3,670
15,963
19,633
(4,720)
2005
Jun­11
40 years
Pinemont Shopping
Center
Houston, TX
—
1,673
4,587
4
1,673
4,591
6,264
(2,094)
1999
Jun­11
40 years
Royal Oaks Village
Houston, TX
(22,630)
4,620
29,397
498
4,620
29,895
34,515
(5,675)
2001
Jun­11
40 years
Tanglewilde
Houston, TX
(3,871)
1,620
7,088
368
1,620
7,456
9,076
(1,783)
1998
Jun­11
40 years
Westheimer Commons
Houston, TX
—
5,160
12,181
3,906
5,160
16,087
21,247
(4,164)
2012
Jun­11
40 years
Crossing at Fry Road
Katy, TX
—
6,030
19,659
564
6,030
20,223
26,253
(5,369)
2005
Jun­11
40 years
Washington Square
Kaufman, TX
(1,183)
880
2,016
236
880
2,252
3,132
(736)
1978
Jun­11
40 years
Jefferson Park
Mount Pleasant, TX
(2,957)
870
4,957
454
870
5,411
6,281
(1,756)
2001
Jun­11
40 years
Winwood Town Center
Odessa, TX
2,850
28,257
1,250
2,850
29,507
32,357
(7,729)
2002
Jun­11
40 years
Crossroads Center
Pasadena, TX
(8,064)
4,660
11,115
336
4,660
11,451
16,111
(3,165)
1997
Jun­11
40 years
Spencer Square
Pasadena, TX
(11,735)
5,360
19,422
568
5,360
19,990
25,350
(4,795)
1998
Jun­11
40 years
Pearland Plaza
Pearland, TX
3,020
8,461
984
3,020
9,445
12,465
(2,402)
1995
Jun­11
40 years
Market Plaza
Plano, TX
6,380
20,195
749
6,380
20,944
27,324
(5,007)
2002
Jun­11
40 years
Preston Park
Plano, TX
—
7,503
77,876
1,759
7,503
79,635
87,138
(7,839)
1985
Oct­13
40 years
Northshore Plaza
Portland, TX
—
3,510
8,396
371
3,510
8,767
12,277
(3,221)
2000
Jun­11
40 years
Klein Square
Spring, TX
1,220
6,806
790
1,220
7,596
8,816
(1,465)
1999
Jun­11
40 years
Keegan's Meadow
Stafford, TX
3,300
9,834
938
3,300
10,772
14,072
(2,740)
1999
Jun­11
40 years
Texas City Bay
Texas City, TX
(7,968)
3,780
15,378
626
3,780
16,004
19,784
(3,446)
2005
Jun­11
40 years
Windvale
The Woodlands, TX
(5,705)
3,460
9,323
531
3,460
9,854
13,314
(1,896)
2002
Jun­11
40 years
The Centre at Navarro
Victoria, TX
(3,475)
1,490
7,007
64
1,490
7,071
8,561
(1,387)
2005
Jun­11
40 years
Spradlin Farm
Christiansburg, VA
(16,919)
3,860
22,470
726
3,860
23,196
27,056
(5,347)
2000
Jun­11
40 years
Culpeper Town Square
Culpeper, VA
—
3,200
9,083
834
3,200
9,917
13,117
(3,015)
1999
Jun­11
40 years
Hanover Square
Mechanicsville, VA
—
3,540
15,964
1,005
3,540
16,969
20,509
(3,763)
1991
Jun­11
40 years
Jefferson Green
Newport News, VA
—
1,430
7,487
947
1,430
8,434
9,864
(1,817)
1988
Jun­11
40 years
Tuckernuck Square
Richmond, VA
—
2,400
9,295
534
2,400
9,829
12,229
(1,653)
1994
Jun­11
40 years
Cave Spring Corners
Roanoke, VA
3,060
11,178
261
3,060
11,439
14,499
(3,321)
2005
Jun­11
40 years
Hunting Hills
Roanoke, VA
1,150
7,433
2,098
1,150
9,531
10,681
(1,729)
2014
Jun­11
40 years
Valley Commons
Salem , VA
(2,143)
220
1,067
123
220
1,190
1,410
(185)
1988
Jun­11
40 years
Lake Drive Plaza
Vinton, VA
(7,703)
2,330
12,481
408
2,330
12,889
15,219
(3,611)
2008
Jun­11
40 years
Hilltop Plaza
Virginia Beach, VA
5,154
21,428
1,946
5,154
23,374
28,528
(4,767)
2010
Jun­11
40 years
Ridgeview Centre
Wise, VA
(5,189)
2,080
8,053
1,670
2,080
9,723
11,803
(1,821)
2014
Jun­11
40 years
Rutland Plaza
Rutland, VT
(14,004)
2,130
20,904
454
2,130
21,358
23,488
(4,815)
1997
Jun­11
40 years
Fitchburg Ridge
Shopping Ctr
Fitchburg, WI
1,440
3,669
100
1,440
3,769
5,209
(978)
2003
Jun­11
40 years
Spring Mall
Greenfield, WI
(11,880)
2,540
15,864
460
2,540
16,324
18,864
(3,104)
2003
Jun­11
40 years
Mequon Pavilions
Mequon, WI
(23,860)
7,520
28,543
4,567
7,520
33,110
40,630
(5,670)
2014
Jun­11
40 years
Moorland Square
Shopping Ctr
New Berlin, WI
2,080
9,121
789
2,080
9,910
11,990
(2,739)
1990
Jun­11
40 years
Paradise Pavilion
West Bend, WI
1,510
15,618
698
1,510
16,316
17,826
(4,600)
2000
Jun­11
40 years
Moundsville Plaza
Moundsville, WV
—
1,650
10,208
865
1,650
11,073
12,723
(3,632)
2004
Jun­11
40 years
Grand Central Plaza
Parkersburg, WV
—
670
5,704
183
670
5,887
6,557
(1,222)
1986
Jun­11
40 years
Various
Various
—
5,384
—
7,141
6,822
5,703
12,525
(724)
1,982,745
8,177,576
772,529
2,011,947
8,920,903
$ 10,932,850
(1,880,685)
Description
Jester Village
Houston, TX
Jones Plaza
Houston, TX
Jones Square
—
—
(9,640)
(4,276)
—
(9,631)
—
—
—
—
(12,525)
$
(2,226,763)
Land
$
$
$
Land
$
$
Total
(1) Year of most recent anchor space repositioning/redevelopment or year built if no anchor space repositioning/redevelopment has occurred.
­ F­53 ­
$
Statement
The aggregate cost for Federal income tax purposes was approximately $11.7 billion at December 31, 2015.
Year Ending December 31,
2015
[a] Reconciliation of total real estate carrying value is as
follows:
Balance at beginning of period
$
2014
10,802,249
$
2013
10,837,728
$
9,894,426
1,113,069
252,242
215,934
Real estate held for sale
—
—
(6,364)
Impairment of real estate
—
—
(46,653)
Acquisitions and improvements
Cost of property sold
(51,264)
(186,427)
(65,976)
Write­off of assets no longer in service
(70,377)
(64,986)
(50,774)
Balance at end of period
$
[b] Reconciliation of accumulated depreciation as follows:
Balance at beginning of period
$
10,932,850
$
10,802,249
1,549,234
Depreciation expense
396,380
(7,034)
(57,895)
1,880,685
Balance at end of period
Property sold
Write­off of assets no longer in service
$
$
10,837,728
$
796,296
429,639
443,880
(27,554)
(10,916)
(43,021)
(39,090)
1,190,170
1,549,234
1,190,170
­ F­54 ­
(Back To Top) Section 2: EX­10.25 (EX 10.25)
Exhibit 10.25
EMPLOYMENT AGREEMENT
(Michael Hyun)
EMPLOYMENT AGREEMENT (the “Agreement”) dated October 19, 2015 by and between Brixmor Property Group, Inc. (the “Company”) and Michael Hyun
(“Executive”).
The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment;
Executive desires to accept such employment and enter into such an agreement;
In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
1.
Term of Employment
. Subject to the provisions of Section 5 of this Agreement, Executive shall be employed by the Company for a period commencing on December 14, 2015 (the “Effective Date”)
and ending on the third anniversary of the Effective Date (the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, the
Employment Term shall be automatically extended for an additional one­year period commencing with the third anniversary of the Effective Date and, thereafter, on each such
successive anniversary of the Effective Date thereafter (each an “Extension Date”), unless the Company or Executive provides the other party hereto at least 90 days prior written
notice before the next Extension Date that the Employment Term shall not be so extended (a “Notice of Non­Renewal”).
2.
Position, Duties and Authority.
(a)
During the Employment Term, Executive shall serve as the Company’s Executive Vice President, Chief Investment Officer. In such position,
Executive shall have such duties, functions, responsibilities and authority as shall be determined from time to time by either the Chief Executive Officer of the Company (the
“CEO”) or the President of the Company (the “President”) and shall be consistent with the duties, functions, responsibilities and authority of an individual in Executive’s position
at a public real estate company. Executive shall report to both the CEO and the President.
(b)
Executive will devote his full business time and best efforts to the performance of Executive’s duties hereunder (excluding periods of vacation and
sick leave) and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services
either directly or indirectly, without the prior written consent of the Board of Directors of the Company (the “Board”); provided that nothing herein shall preclude Executive,
subject to the prior approval of the Board, from (i) accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation, (ii) serving as
an officer or director or otherwise participating in non­profit educational, welfare, social, religious and civil organizations, including, without limitation, all such positions and
participation in effect as of the Effective Date, and (iii) managing personal and family investments; provided, however, that any such activities as described in (i), (ii) or (iii) of the
preceding provisions of this paragraph do not conflict or interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an executive of the
Company in accordance with this Agreement or conflict with Section 6. Executive shall be permitted to retain all compensation in respect of any of the services or activities
referred to in the first proviso of the first sentence of this Section 2(b).
(c) As of the start of the Employment Term, Executive’s principal place of employment shall be the Company’s offices located at 450 Lexington Avenue, New
York, New York, subject to required travel.
3.
Compensation.
(a)
Base Salary. During the Employment Term, the Company shall pay Executive a base salary (“Base Salary”) at the annual rate of $370,000, payable in
regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s Base Salary, if any, as may be
determined from time to time in the sole discretion of the Compensation Committee of the Board (the “Compensation Committee”), but in no event shall the Company be entitled
to reduce Executive’s Base Salary.
(b)
Annual Bonus. Commencing with calendar year 2016, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) based on the
achievement of performance objectives and targets (including the level of achievement required for Executive to earn the threshold, target and high performance objectives)
adopted by the Compensation Committee for each calendar year during the Employment Term. During each calendar year, the minimum bonus payable to Executive if the
threshold performance objectives and targets are achieved will be 56% of Executive’s Base Salary, the target bonus will be 75% of Executive’s Base Salary (the “Annual Target
Bonus”) if target performance objectives and targets are achieved and the maximum bonus payable to Executive will be 125% of Base Salary if high performance objectives and
targets are achieved. The Annual Bonus, if any, shall be paid to Executive once the applicable performance objectives are confirmed by the Compensation Committee, which
should occur within three (3) months after the end of each calendar year. Except as provided in Section 5, no Annual Bonus shall be payable in respect of any calendar year in
which Executive’s employment is terminated.
For the period from the Effective Date through December 31, 2015, Executive shall receive a guaranteed cash bonus in the amount of $300,000 (“2015
Bonus”), which 2015 Bonus shall be paid to Executive in March, 2016.
(c)
Time Vested Restricted Stock Unit Grant. As of the Effective Date, Executive shall receive a Restricted Stock Unit Award (the “Initial RSU Award”)
for a grant of Restricted Stock Units (“RSU’s”) equal to the quotient of (x) Three Million Two Hundred Thousand Dollars ($3,200,000) divided by (y) the closing price of the
Company’s common stock on the Effective Date, rounded down to the nearest even whole number (e.g., if the closing price of the Company’s stock on the Effective date was
$24.14, then Executive would receive an award of 132,560 restricted stock units). The terms of the Initial RSU Award shall provide that the RSU’s shall vest ratably over four (4)
years, commencing on the first anniversary date of the Effective Date and otherwise be on terms and conditions substantially similar to the form of Restricted Stock Unit
Agreement attached hereto has Exhibit A.
(d)
Long Term Restricted Stock Unit Grant. During March 2016, Executive shall receive a Restricted Stock Unit Award (“March 2016 RSU Award”) for
a grant of RSU’s with a value at target performance levels equal to $950,000. The valuation of the RSU’s shall be consistent with the valuation for other senior executives of the
Company. The terms and provisions of the March 2016 RSU Award, other than the amount of the grant, shall be consistent with the terms of RSU awards granted to other senior
executives of the Company in March 2016.
4.
Benefits.
(a)
General. During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit, fringe and perquisite plans,
practices, policies and arrangements as in effect from time to time (collectively, “Employee Benefits”), on generally the same terms and conditions as each of the Employee
Benefits are made available to other senior executives of the Company (other than with respect to the value amount of compensation and equity grants and subject to years of
service requirements and conditions).
(b)
Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business
expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then prevailing policy for senior executives (which shall include
appropriate itemization and substantiation of expenses incurred).
(c)
Other Expense Reimbursement. Following the Effective Date, the Company shall reimburse Executive (i) for the cost of COBRA benefits during the
period between Executive’s termination from his current position through the first 60 days following the Effective Date and (ii) for legal fees incurred by Executive in connection
with the review of this Agreement, in both cases upon submission by Executive to the Company of written invoices or other appropriate documentation.
5.
Termination.
(a)
The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that
Executive will be required to give the Company at least 60 days advance written notice of any resignation of Executive’s employment (other than as a result of a Constructive
Termination). Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of
employment with the Company and its affiliates.
(b)
By the Company For Cause or By Executive Other Than as a Result of a Constructive Termination.
(i)
The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause and shall terminate
automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination (as defined in Section 5(d)(i)).
(ii)
Definition of Cause. For purposes of this Agreement, “Cause” shall mean (A) Executive’s repeated and willful refusal to undertake good
faith efforts to substantially perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness or injury); (B) in
connection with his employment, Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct or any willful act or omission which is
injurious in a non­de minimis manner to the financial condition or business reputation of the Company and its subsidiaries (taken as a whole); (C) an act or acts on
Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude; or (D) Executive’s
breach of Section 6 of this Agreement, Executive’s willful breach of any material provision of Section 7 of this Agreement or any breach of the representations in Section
9(l) of this Agreement. Any act or failure to act based upon express direction given pursuant to a resolution of the Board or upon the express instructions of the Chairman
of the Board (provided that Executive was not the Chairman of the Board at the applicable time) shall be conclusively presumed to be done, or omitted to be done, by
Executive in good faith and in the best interests of the Company. Under no circumstances shall poor performance of Executive or the Company be deemed to constitute
“Cause.”
(iii)
If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:
(A)
no later than 10 days following the date of termination, the Base Salary through the date of termination;
(B)
any Annual Bonus earned, but unpaid, as of the date of termination for the immediately preceding calendar year, paid in
accordance with Section 3(b) (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the
Company, in which case such payment shall be made in accordance with the terms and conditions of such deferred compensation arrangement);
(C)
reimbursement, within 60 days following receipt by the Company of Executive’s claim for such reimbursement (including
appropriate supporting documentation), for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to
Executive’s termination; provided that such claims for such reimbursement are submitted to the Company within 90 days following the date of Executive’s
termination of employment; an
(D)
such Employee Benefits, if any, as to which Executive may be entitled under the tax qualified employee benefit plans of the
Company, payable in accordance with the terms and conditions of such tax qualified employee benefit plans (the amounts described in clauses (A) through (D)
hereof being referred to as the “Accrued Rights”).
Following such termination of Executive’s employment by the Company for Cause, except as set forth in this Section 5(b)(iii), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.
(iv)
If Executive resigns other than as a result of a Constructive Termination, Executive shall be entitled to receive the Accrued Rights.
Following such resignation by Executive other than as a result of a Constructive Termination, except as set forth in this Section 5(b)(iv), Executive shall have no further
rights to any compensation or any other benefits under this Agreement.
(c)
Disability or Death.
(i)
Disability. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness
or injury (the “Disability Period”), Executive shall continue to receive his full Base Salary set forth in Section 3(a) until his employment is terminated pursuant to Section
5(a). For purposes of this Agreement, “Disability” shall mean Executive’s inability to perform, with or without reasonable accommodation, Executive’s duties under this
Agreement due to a physical or mental illness or injury for a period of six consecutive months or for an aggregate of 12 months in any consecutive 24­month period. Any
question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified
independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The
determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement.
(ii)
Upon termination of Executive’s employment hereunder for either Disability or death, where such Disability or death occurs in connection
with the performance of Executive’s duties hereunder (such Disability or death, a “Business Related Disability or Death”), Executive or Executive’s estate, survivors or
beneficiaries (as the case may be) shall be entitled to receive:
(A)
the Accrued Rights;
(B)
no later than 10 days following the date of termination, a pro rata portion of the Annual Target Bonus, based on a fraction, the
numerator of which is the number of days during the calendar year up to and including the date of termination of Executive’s employment and the denominator
of which is the number of days in such calendar year (the “Pro­Rated Bonus”); and
(C)
death or disability benefits under any applicable plans and programs of the Company in accordance with the terms and provisions
of such plans and programs.
(iii)
Upon termination of Executive’s employment hereunder for either Disability or death, other than for a Business Related Disability or
Death, Executive or Executive’s estate, survivors or beneficiaries (as the case may be) shall be entitled to receive:
(A)
the Accrued Rights;
(B)
no later than 10 days following the date of termination, the Pro­Rated Bonus; and
(C)
death or disability benefits under any applicable plans and programs of the Company in accordance with the terms and provisions
of such plans and programs.
(d)
By the Company Without Cause or Resignation by Executive as a Result of Constructive Termination.
(i)
a “Constructive Termination” shall be deemed to have occurred upon (A) a material reduction in Executive’s Base Salary or Annual Target
Bonus opportunity (as a percentage of Base Salary), or the failure of the Company to pay or cause to be paid Executive’s Base Salary, Annual Bonus or the 2015 Bonus
when due hereunder, or the failure of the Company to grant Executive the Initial RSU Award or the March 2016 RSU Award; (B) a material diminution in Executive’s
authority or responsibilities from those described in Section 2 hereof; (C) the relocation of Executive’s primary office location to a location that is more than fifty (50)
miles from the Executive’s primary office location as of the Effective Date; (D) the Company’s failure to pay or provide any material Employee Benefits required to be
provided to Executive under this Agreement; (E) the issuance of a Notice of Non­Renewal by the Company to Executive pursuant to Section 1 of this Agreement; or (F)
the Company’s failure to assign (by contract or by law) this Agreement to any Successor as required by Section 9(h) of this Agreement; provided that none of the events
described in this Section 5(d)(i) shall constitute Constructive Termination unless the Company fails to cure such event within 30 days after receipt from Executive of
written notice of the event which constitutes Constructive Termination; provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th
day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Board written notice thereof prior to such date.
(ii)
If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns
as a result of a Constructive Termination, Executive shall be entitled to receive:
(A)
the Accrued Rights;
(B)
the Pro­Rated Bonus;
(C)
the 2015 Bonus if not yet paid;
(D)
the grant of the Initial RSU Award, if not previously awarded;
(E)
the grant of the March 2016 RSU Award, if not previously awarded
(F)
continuation of medical, vision and dental group insurance coverage (as applicable), contingent on Executive electing
continuation coverage under COBRA (including dependent coverage) for twelve (12) months (the “Continuation Period”) following the date of termination,
with the Company reimbursing Executive on an after tax basis during the Continuation Period for the total amount of the monthly COBRA premiums payable
by the Executive for such continued benefits in excess of the cost the Executive paid for such coverage (on a monthly premium basis) immediately prior to the
date of termination; and
(G)
subject to Executive’s continued compliance with Section 6 and material compliance with Section 7 hereof, a lump­sum cash
payment equal to the sum of (x) 200% of Executive’s Base Salary as of the date immediately prior to Executive’s termination of employment and (y) the sum of
Executive’s Annual Bonuses payable (if any) in respect of the two calendar years immediately prior to the date of Executive’s termination of employment (or, if
the date of Executive’s termination of employment occurs in 2016 or 2017, the sum of Executive’s Annual Bonuses will be deemed to be two times the Annual
Target Bonus in lieu of the foregoing formulation).
Such payment shall be paid to Executive on the 90th day immediately following the date of Executive’s termination of employment.
(e)
Release. Amounts payable to Executive under Sections 5(c)(ii) and/or 5(d)(ii) (collectively, the “Conditioned Benefits”) are subject to (i) Executive’s
execution and non­revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the “Release”), within 55 days of the date of termination and (ii) the
expiration of any revocation period contained in such Release. Further, to the extent that any of the Conditioned Benefits constitutes “nonqualified deferred compensation” for
purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur
prior to the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release as set forth herein, shall not
be made until the first regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining Conditioned Benefits shall thereafter be provided to the
Executive according to the applicable schedule set forth herein.
(f)
Expiration of Employment Term. Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond
the expiration of the Employment Term shall be deemed an employment at­will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s
employment may thereafter be terminated at will by either Executive or the Company; provided that the provisions of Sections 6, 7 and 8 of this Agreement shall survive any
termination of this Agreement or Executive’s termination of employment hereunder.
(g)
Notice of Termination; Board/Committee Resignation. Any purported termination of employment by the Company or by Executive (other than due
to Executive’s death) pursuant to Section 5 of this Agreement shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of employment under the provision so indicated. Upon termination of Executive’s employment for any reason,
Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of any of the Company’s affiliates.
6.
Non­Competition; Non­Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates
and accordingly agrees as follows:
(a)
Non­Competition.
(i)
During the Employment Term and, for a period of two years following the date Executive ceases to be employed by the Company (the
“Restricted Period”), Executive will not, directly or indirectly, own, manage, operate, control, consult with, be employed by or otherwise provide services to, or
participate in the
ownership, management, operation or control of (collectively, “Own, Operate or Service”), any person, firm, partnership, joint venture, association, corporation or other
business organization, entity or enterprise whatsoever (“Person”) whose primary business activity is the conduct of the Business (as defined herein) within 25 miles of
any location where the Company and its subsidiaries and, to the extent engaged primarily in the Business, their respective affiliates (collectively, the “Restricted Group”)
engages in the Business. For purposes of this Agreement, “Business” shall mean the business of owning and operating retail shopping centers. For clarity’s sake,
Executive may Own, Operate or Service any Person whose primary business activity is not the conduct of the Business, although such Person may as part of its overall
business operations a) engage in the Business or b) Own, Operate or Service any Person that may engage in the Business.
(ii)
Notwithstanding the foregoing, Executive’s ownership solely as an investor of two percent (2%) or less of the outstanding securities of any
class of any publicly­traded securities of any company shall not, by itself, be considered to be competition with the Company or any of its subsidiaries.
(iii)
The period of time during which the provisions of this Section 6(a) shall be in effect shall be extended by the length of time during which
Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
(b)
Non­Solicitation. During the Employment Term and the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or
in conjunction with any Person:
(i)
solicit or encourage any employee of the Company or its subsidiaries to leave the employment of the Company or its subsidiaries, or hire any
such employee who was engaged in the Business and employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or
who left such employment of the Restricted Group coincident with, or within one year prior to, the date of Executive’s termination of employment with the Company; or
(ii)
Restricted Group.
intentionally encourage any material consultant engaged in the Business and retained by the Restricted Group to cease working with the
(c)
Notwithstanding anything to the contrary, the provisions of Section 6(a) shall expire at the end of the Employment Term if Executive’s employment
is terminated by the Company for Cause.
(d)
It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 6 to be
reasonable, if a final judicial determination is made by a court of competent jurisdiction that any restriction contained in this Section 6 is an unenforceable restriction against
Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply with such deletion or modification as such court may judicially
determine or indicate to make the Agreement valid and enforceable. The restrictions contained in this Section 6 shall be construed as separate and individual restrictions and shall
each be capable of being reduced in application or severed without prejudice to the other restrictions contained in this Section 6 or to the remaining provisions of this Agreement.
(e)
Notwithstanding any provision of this Agreement to the contrary, the restrictions contained in this Section 6 shall be immediately void and
unenforceable upon any failure by the Company to pay the amounts specified in Section 5(d)(ii) (if applicable) when due under this Agreement (unless such amounts are paid in
full within 5 days after written notice by Executive to the Company specifying such failure to pay).
7.
Confidentiality; Intellectual Property.
(a)
Confidentiality.
(i)
Executive will not at any time (whether during or after Executive’s employment with the Company), disclose, divulge, reveal, communicate,
share, transfer or provide access to any Confidential Information that he may obtain during his employment by the Company to any other Person, except (A) in
connection with performing his duties for the Company or its subsidiaries, (B) to the Company or its subsidiaries, or to any authorized (or apparently authorized) agent or
representative of any of them, (C) when required to do so by law or regulation or by a court, governmental agency, legislative body, arbitrator or other person with
apparent jurisdiction to order him to communicate, divulge or make accessible any such confidential information, (D) in the course of any proceeding under Section 9(d)
of this Agreement or to defend the Executive’s rights, or (E) in confidence to any attorney or other professional advisor for the purposes of securing professional advice.
For purposes of this Agreement, “Confidential
Information” shall mean any proprietary or confidential information of the Company and its subsidiaries, and includes, without limitation, trade secrets, know­how,
research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances,
investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales,
marketing, promotions, government and regulatory activities and approvals; provided, however, that the term Confidential Information shall not include any document,
record, data, compilation or other information that is known or generally available to the public, or within any trade or industry of the Company or any of its affiliates,
other than as a result of Executive’s violation of this Section 7, or not otherwise considered confidential by persons within such trade or industry.
(ii)
Except as required by law, Executive will not disclose to anyone, other than Executive’s family (it being understood that, in this
Agreement, the term “family” refers to Executive, Executive’s spouse, minor children, parents and spouse’s parents) and legal, financial or other professional advisors, the
existence or contents of this Agreement; provided that Executive may disclose to any prospective future employer the provisions of Sections 6 and 7 of this Agreement;
provided they agree to maintain the confidentiality of such terms. This Section 7(a)(ii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if
the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).
(iii)
Upon termination of Executive’s employment with the Company for any reason, Executive shall (A) cease and not thereafter commence
use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo,
domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; and (B) immediately destroy, delete, or return to the Company, at the
Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s
possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that
contain Confidential Information or otherwise relate to the Business of the Company and its subsidiaries, except that Executive may retain only those portions of any
personal notes, notebooks and diaries that do not contain any Confidential Information.
(b)
Intellectual Property.
(i)
If Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, intellectual property,
materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works,
content, or audiovisual materials) (“Works”), either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such
employment and with the use of any the Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby
irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under
patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not
vest originally in the Company.
(ii)
Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a
government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting,
recording, patenting or registering any of the Company’s rights in the Company Works.
(iii)
Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide
access to, or share with the Company any confidential, proprietary or non­public information or intellectual property relating to a former employer or other third party
without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company that are from time to time
previously disclosed to Executive, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest.
(iv)
Section 7(a)(ii) hereof).
The provisions of Section 7 hereof shall survive the termination of Executive’s employment for any reason (except as otherwise set forth in
8.
Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of
Section 6 and Section 7 of this Agreement would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition
of this fact,
Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled, in addition
to any other remedy available at law or equity, to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the
form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, upon any
breach of Section 6 or any material breach of Section 7 of this Agreement, Executive shall promptly return to the Company upon request all cash payments made to Executive
pursuant to Section 5 (if any), less any amounts paid by Executive as taxes in respect of such payments (unless such taxes are actually recovered by Executive from the relevant
governmental authority, in which case such tax amounts also shall be returned to the Company). Any judicial determination under Section 5(d)(ii)(G) or this Section 8 of whether
the Executive is in compliance with Section 6 hereof and material compliance with Section 7 hereof shall be determined based solely on the contractual provisions provided
therein and the facts and circumstances of Executive's actions without regard to whether the Company could obtain an injunction or other relief under the law of any particular
jurisdiction.
9.
Miscellaneous.
(a) Mutual Non­Disparagement. Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or
disparage, or has the effect of criticizing or disparaging, the Company or any of its affiliates, agents or advisors (or any of its or their respective employees, officers or directors (it
being understood that comments made in the Executive’s good faith performance of his duties hereunder shall not be deemed disparaging or defamatory for purposes of this
Agreement). The Company shall instruct its executive officers and directors to refrain from intentionally making any public communication outside the ordinary course of such
person’s business that is intended to criticize or disparage, or has the effect of criticizing or disparaging, Executive. Nothing set forth herein shall be interpreted to prohibit either
party from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding to any inquiry
by any regulatory or investigatory organization.
(b) Indemnification; Directors’ and Officers’ Insurance. The Company shall indemnify and hold Executive harmless for all acts and omissions occurring
during his employment with the Company or service as a member of the Board to the extent provided under the Company’s charter, by­laws and applicable law, and shall
promptly advance to Executive or Executive’s heirs or representatives all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses)
(collectively, “Expenses”) as a result of any claim, demand, request, investigation, dispute, controversy, threat, discovery request or request for testimony or information
(collectively, a “Claim”) or any proceeding (whether civil, criminal, administrative or investigative), or any threatened Claim or proceeding (whether civil, criminal,
administrative or investigative), against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of the Company, or the
Executive’s service in any such capacity or similar capacity with an affiliate of the Company or other entity at the request of the Company, upon receipt by the Company of a
written request with appropriate documentation of such Expenses, and an undertaking by Executive to repay the amount advanced if it shall ultimately be determined that
Executive is not entitled to be indemnified by the Company against such Expenses. During the Employment Term and for a term of six years thereafter, the Company, or any
successor to the Company, shall purchase and maintain, at its own expense, directors and officers liability insurance providing coverage for Executive in the same amount as for
members of the Board.
(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to
conflicts of laws principles thereof.
(d) Jurisdiction; Venue. Except as otherwise provided in Section 8 in connection with equitable remedies, each of the parties hereto hereby irrevocably
submits to the exclusive jurisdiction of any federal court sitting in the Southern District of New York or any state court in the First Judicial Department over any suit, action or
proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the courts
of the State of New York, federal or state. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in
such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by
sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 9(k).
(e) Entire Agreement; Amendments. This Agreement (including, without limitation, the schedules and exhibits attached hereto) contains the entire
understanding of the parties with respect to the employment of Executive by the Company, and supersedes all prior agreements and understandings (including verbal agreements)
between Executive and the Company and/or its current or former affiliates regarding the terms and conditions of Executive’s employment with the
Company and/or its current or former affiliates. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the schedules and exhibits attached hereto) may not be altered,
modified, or amended except by written instrument signed by the parties hereto.
(f) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of
such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
(g) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining pro­visions of this Agreement shall not be affected thereby.
(h) Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported
assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement shall be assigned by the Company
to a person or entity which is a successor in interest (“Successor”) to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations
of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.
(i) Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall
be subject to set‑off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates, except to the extent such set­off would result in a violation of
Section 409A of the Code (as defined below). Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other
employment, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor. Any amounts due under Section
5 of this Agreement are considered reasonable by the Company and are not in the nature of a penalty.
(j) Compliance with Code Section 409A.
(i)
The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and,
accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement (or of any award of
compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall,
after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional
tax or interest.
(ii)
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement,
references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” The determination of whether and when a separation from
service has occurred for proposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A­1(h) of the Treasury Regulations.
(iii)
Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, the Company
determines that Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes
entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such
payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service and (ii) the date of
Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(j) (whether they would
have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump­sum, and any remaining
payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(iv)
Any reimbursements and in­kind benefits provided under this Agreement that constitute deferred compensation within the meaning of
Code Section 409A shall be made or provided in accordance with the
requirements of Code Section 409A, including that (A) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this
Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (B)
the amount of expenses eligible for reimbursement, or in­kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the
expenses that the Company is obligated to reimburse, or the in­kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that
the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such
expenses are subject to a limit related to the period the arrangement is in effect; (C) Executive’s right to have the Company pay or provide such reimbursements and in­
kind benefits may not be liquidated or exchanged for any other benefit; and (D) in no event shall the Company’s obligations to make such reimbursements or to provide
such in­kind benefits apply later than Executive’s remaining lifetime (or if longer, through the sixth (6th) anniversary of the Effective Date).
(v)
For purposes of Code Section 409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of
separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall
be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the
Company. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is
subject to Code Section 409A.
(k) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective only upon receipt.
If to the Company:
Brixmor Property Group, Inc.
450 Lexington Avenue
New York, New York 10017
Attention: General Counsel
If to Executive:
To the most recent address of Executive set forth in the personnel records of the Company.
(l) Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the
Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written
policy to which Executive is a party or otherwise bound. Executive hereby further represents that he is not subject to any restrictions on his ability to solicit, hire or engage any
employee or other service­provider. Executive agrees that the Company is relying on the foregoing representations in entering into this Agreement.
(m) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.
(n) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
BRIXMOR PROPERTY GROUP, INC.
Michael A. Carroll
Chief Executive Officer and Director
(Principal Executive Officer)
EXECUTIVE
Michael Hyun
By: /s/Michael A. Carroll
By: /s/Michael Hyun
Exhibit I
RELEASE AND WAIVER OF CLAIMS
This Release and Waiver of Claims (“Release”) is entered into and delivered to Brixmor Property Group, Inc. (the “Company”) as of this [•] day of _________, 201[_], by Michael
Hyun (the “Executive”). The Executive agrees as follows:
1.
The employment relationship between the Executive and the Company and its subsidiaries and affiliates, as applicable, terminated on the [•] day of _______,
201[_] (the “Termination Date”) pursuant to Section [__] of the Employment Agreement between the Company and Executive dated October __, 2015 (“Employment
Agreement”).
2.
In consideration of the payments, rights and benefits provided for in Sections 5(c)(ii) and/or 5(d)(ii) of the Employment Agreement (collectively, as applicable,
the “Separation Terms”) and this Release, the sufficiency of which the Executive hereby acknowledges, the Executive, on behalf of himself and his agents, representatives,
attorneys, administrators, heirs, executors and assigns (collectively, the “Employee Releasing Parties”), hereby releases and forever discharges the Company Released Parties (as
defined below), from all claims, charges, causes of action, obligations, expenses, damages of any kind (including attorneys fees and costs actually incurred) or demands, in law or
in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Release, arising from or relating to
Executive’s employment or termination from employment with the Company or otherwise, including a release of any rights or claims the Executive may have under Title VII of
the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Older Workers Benefit Protection
Act; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; Section 1981 of the Civil Rights Act of 1866;
Section 1985(3) of the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; any other federal, state or local laws
against discrimination; or any other federal, state, or local statute, regulation or common law relating to employment, wages, hours, or any other terms and conditions of
employment. This includes a release by the Executive of any and all claims or rights arising under contract (whether written or oral, express or implied), covenant, public policy,
tort or otherwise. For purposes hereof, “Company Released Parties” shall mean the Company and any of its past or present employees, agents, insurers, attorneys, administrators,
officials, directors, shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or
administrators of the Company’s employee benefit plans.
3.
The Executive acknowledges that the Executive is waiving and releasing rights that the Executive may have under the ADEA and other federal, state and
local statutes contract and the common law and that this Release is knowing and voluntary. The Executive and the Company agree that this Release does not apply to any rights
or claims that may arise after the date of execution by Executive of this Release. The Executive acknowledges that the consideration given for this Release is in addition to
anything of value to which the Executive is already entitled. The Executive further acknowledges that the Executive has been advised by this writing that: (i) the Executive
should consult with an attorney prior to executing this Release; (ii) the Executive has up to twenty­one (21) days within which to consider this Release, although the Executive
may, at the Executive’s discretion, sign and return this Release at an earlier time, in which case the Executive waives all rights to the balance of this twenty­one (21) day review
period; and (iii) for a period of 7 days following the execution of this Release in duplicate originals, the Executive may revoke this Release in a writing delivered to the Chairman
of the Board of Directors of the Company, and this Release shall not become effective or enforceable until the revocation period has expired.
4.
This Release does not release the Company Released Parties from (i) any obligations due to the Executive under the Separation Terms, (ii) any rights Executive
has to indemnification by the Company and to directors and officers liability insurance coverage, (iii) any vested rights the Executive has under the Company’s employee pension
benefit and group healthcare benefit plans as a result of Executive’s actual service with the Company, or (iv) any fully vested and nonforfeitable rights of the Executive as a
shareholder of the Company or its affiliates.
5.
Released Parties.
The Executive represents and warrants that he has not filed any action, complaint, charge, grievance, arbitration or similar proceeding against the Company
6.
This Release is not an admission by the Company Released Parties or the Employee Releasing Parties of any wrongdoing, liability or violation of law.
7.
The Executive shall continue to be bound by the restrictive covenants contained in the Employment Agreement.
8.
This Release shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws.
9.
Each of the sections contained in this Release shall be enforceable independently of every other section in this Release, and the invalidity or unenforceability
of any section shall not invalidate or render unenforceable any other section contained in this Release.
10.
The Executive acknowledges that the Executive has carefully read and understands this Release, that the Executive has the right to consult an attorney
with respect to its provisions and that this Release has been entered into knowingly and voluntarily. The Executive acknowledges that no representation, statement, promise,
inducement, threat or suggestion has been made by any of the Company Released Parties to influence the Executive to sign this Release except such statements as are
expressly set forth herein or in the Employment Agreement.
Executive has executed this Release as of the day and year first written above.
EXECUTIVE
____________________________________
EXHIBIT A
BRIXMOR PROPERTY GROUP INC.
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the Award Certificate (the “Award Certificate”) is made
by and between Brixmor Property Group Inc. (together with its Subsidiaries, the “Company”) and the Participant. The Award Certificate is included with and made part of this
Agreement. In this Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except
as herein defined.
1.
Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
a.
“Award” means the award as set forth on the Award Certificate.
b.
“Award Certificate” means the certificate attached to this Agreement specifying the Effective Date and the Award.
c.
“Board” means the Board of Directors of Brixmor Property Group Inc.
d.
“Effective Date” means the Effective Date set forth in the Award Certificate.
e.
“Participant” means the Eligible Person whose name is set forth in the Award Certificate.
f.
“Plan” means the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan.
g.
“Qualifying Termination” means a termination of Participant’s employment by the Company without Cause, by Participant as a result of a
Constructive Termination or while Participant has a Disability or resulting from the Participant’s death (as Cause, Constructive Termination and Disability are defined in
Participant’s employment agreement with the Company dated October 19, 2015).
h.
“RSU” or “Restricted Stock Unit” means a restricted stock unit granted hereunder pursuant to the Plan.
i.
“Termination Date” means the effective date of a Termination of Employment for any reason.
j.
“Termination of Employment” means a “separation from service” of the Participant from the Company, as defined under Section 409A.
2.
RSU Award; Settlement of RSUs.
a.
Grant of Award. The Company grants to the Participant the number of RSUs set forth in the Award Certificate.
b.
Vesting. Subject to Section 3, the RSUs granted under the Award shall become vested as follows, subject to the Participant’s continued employment
with the Company through the applicable date(s) (each, a “Vesting Date”): One­quarter of the Award shall vest on December 14, 2016, one­quarter of the Award shall
vest on December 14, 2017, one­quarter of the Award shall vest on December 14, 2018 and one­quarter of the Award shall vest on December 16, 2019.
c.
Issuance of Common Stock.
i.
Settlement of RSUs. Shares underlying a vested RSU shall be transferred to the Participant as soon as administratively practicable following the
applicable Vesting Date. No shares of Common Stock shall be issued to the Participant in respect of an RSU prior to the applicable Vesting Date. After an RSU vests, the
Company shall promptly cause to be registered in Participant’s name or in the name of the executor or personal representative of the Participant’s estate, as the case may
be, one share of Common Stock in payment for each such vested RSU. For
purposes of this Agreement, the date on which vested RSUs are converted into Common Stock shall be referred to as the “Settlement Date.”
ii.
Fractional RSUs. In the event the Participant is vested in a fractional portion of an RSU, such portion shall be rounded down to the nearest whole
3.
Effects of Certain Events.
number.
a.
General. Subject to Section 3(b), in the event that the Participant’s employment with the Company is terminated (including upon resignation by the
Participant), any unvested RSUs shall be forfeited automatically and without further action.
b.
Qualifying Termination. Notwithstanding the foregoing:
i.
In the event of the Participant’s Qualifying Termination, all unvested RSU’s (and any associated Dividend Equivalent Amount) shall immediately
vest.
c.
Termination for Cause. In the event of the Participant’s termination of employment for Cause, then any unvested RSU’s (and any associated Dividend
Equivalent Amount) and any shares underlying RSUs that have not yet been transferred to the Participant shall be automatically forfeited as of the Termination Date.
4.
Dividend Equivalent Rights.
a.
Each vested RSU shall have a Dividend Equivalent Right associated with it with respect to any cash dividends on Common Stock that have a record
date after the Effective Date and prior to the applicable Settlement Date for such RSU (the total accrued dividends for each earned RSU, a “Dividend Equivalent
Amount”).
b.
The Dividend Equivalent Amount shall be calculated by crediting a hypothetical bookkeeping account for the Participant with an amount equal to
the amount of cash dividends that would have been paid on the dividend payment date with respect to the number of shares of Common Stock underlying the unsettled
earned RSUs (or RSUs which become earned in accordance with this Agreement) if such shares had been outstanding on the dividend record date. The Participant’s
Dividend Equivalent Amount shall not be credited with interest or earnings.
c.
Any Dividend Equivalent Amount: (i) shall be subject to the same terms and conditions applicable to the earned RSU to which the Dividend
Equivalent Right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled
upon the same terms and at the same time of settlement as the vested RSUs to which they relate; and (iii) will be denominated and payable solely in cash. The payment of
Dividend Equivalent Rights will be net of all applicable withholding taxes pursuant to Section 5(g).
5.
Miscellaneous.
a.
Administration. The Committee shall administer the Award.
b.
Agreement Subject to Plan; Amendment. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received
and read a copy of the Plan. The Awards and RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to
time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail. The terms of the Agreement and the Award Certificate may be amended from time to time by the
Committee in its sole discretion in any manner that it deems appropriate; provided, that any such amendment that would materially and adversely affect any right of the
Participant shall not to that extent be effective without the consent of the Participant.
c.
Participant is Unsecured General Creditor. The Participant and the Participant’s heirs, successors, and assigns shall have no legal or equitable rights,
interest, or claims in any specific property or assets of the Company. Assets of the Company shall not be held under any trust for the benefit of the Participant or the
Participant’s heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Agreement or the Plan.
Any and all of the Company’s assets shall be, and remain, the general unrestricted assets of the Company. The Company’s sole obligation under this Agreement and in
respect of the
Award shall be merely that of an unfunded and unsecured promise of the Company to pay the Participant in the future, subject to the conditions and provisions of the
Agreement and the Plan.
d.
No Transferability; No Assignment. Neither the Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the Award or the RSUs. No part of the RSUs or the
shares of Common Stock delivered in respect of any vested RSUs, and/or amounts payable under this Agreement shall, prior to actual settlement or payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person,
be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
e.
No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Award hereunder (or RSUs issued in
settlement of the Award) shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant, subject however to the terms and
provisions of Participant’s employment agreement with the Company dated October 19 , 2015.
f.
Limitation on Shareholder Rights. The Participant shall have no rights as a shareholder of the Company, no dividend rights (subject to Dividend
Equivalent Rights as set forth in Section 4) and no voting rights with respect to the RSUs and any shares of Common Stock underlying or issuable in respect of such
RSUs until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a
holder for which the record date is prior to the date of issuance of the shares of Common Stock, except for the Dividend Equivalent Rights as set forth in Section 4.
g.
Tax Withholding.
i.
Regardless of any action the Company takes with respect to any or all federal, state or local income tax, employment tax or other tax related items
(“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs (and the Dividend Equivalent Rights
associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any
Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the shares of Common Stock,
the subsequent sale of shares of Common Stock acquired at vesting and the receipt of any Dividend Equivalent Rights; and (B) does not commit to structure the terms of
the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction
between the date of grant and the date of any taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax­Related Items in
more than one jurisdiction.
ii.
Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, to
satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant authorizes the Company, in its sole
discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant with respect to the RSUs by withholding in shares of
Common Stock otherwise issuable to the Participant, provided that the Company withholds only the amount of shares of Common Stock necessary to satisfy the
minimum statutory withholding amount using the Fair Market Value of the shares of Common Stock on the Settlement Date. Participant shall pay to the Company any
amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The
Company may refuse to deliver the shares of Common Stock to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax
Related Items as described in this Section.
h.
Compensation Recovery Policy. The compensation under this Agreement shall be subject to being recovered under the Company’s compensation
recovery policy, if any, or any similar policy that the Company may adopt from time to time. For avoidance of doubt, compensation recovery rights to shares of Common
Stock issued under this Agreement shall extend to any proceeds realized by the Participant upon the sale or other transfer of such shares of Common Stock. Without
limiting the generality of the foregoing, if in the opinion of the independent directors of the Board, (i) the Company’s financial results are restated or were materially
misstated due in whole or in part to intentional fraud or misconduct by the Participant, and (ii) the payment or equity or equity­based award made or issued pursuant to
this Agreement based on the corrected financial results would be less than the amount previously paid or issued, then by approval by a majority of the independent
directors of the Board, the Board may based upon
the facts and circumstances surrounding the restatement, direct that the Company recover all or a portion of any payment or equity or equity­based award made or issued
pursuant to this Agreement, and the Participant shall be required, in addition to any other remedy available (on a non­exclusive basis), to pay to the Company, within 10
business days’ of the Company’s request to Participant therefore, an amount equal to the excess, if any, of (i) the aggregate after­tax proceeds (taking into account all
amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other
disposition of, or distributions in respect of the RSUs and any shares of Common Stock issued in respect of such RSUs over (ii) the aggregate Cost of such shares (if any).
For purposes of this Agreement, “Cost” means, in respect of any share of Common Stock, the amount paid by Participant for such share, as proportionately adjusted for all
subsequent distributions.
i.
Section 409A Compliance. The Award and the shares of Common Stock and amounts payable under this Agreement are intended to comply with the
requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which
such amount would otherwise be actually distributed or made available to the Participants. The Agreement shall be administered and interpreted to the extent possible in
a manner consistent with that intent. Notwithstanding the terms of Section 2 or Section 3, if a Participant is a “specified employee” within the meaning of Section 409A,
no payments in respect of any Award or RSU that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s
“separation from service” (as defined in Section 409A) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation
from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the
earliest date permitted under Section 409A that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under
Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any
payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made
under this Agreement as an amount includible in gross income under Section 409A.
j.
Section 280G of the Code. In the event that the accelerated vesting of the RSUs or the amounts payable under this Agreement, together with all other
payments and the value of any benefit received or to be received by the Participant, would result in all or a portion of such payment being subject to excise tax under
Section 4999 of the Code (the “Excise Tax”), then the Participant’s payment shall be either (a) the full payment or (b) such lesser amount that would result in no portion
of the payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes,
income taxes, and the Excise Tax, results in the receipt by the Participant, on an after­tax basis, of the greatest amount of the payment notwithstanding that all or some
portion of the payment may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company in compliance with all applicable legal
authority, including Section 409A. All determinations required to be made under this Section shall be made by the nationally recognized accounting firm which is the
Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to the
Participant (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company
and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with
substantial authority (within the meaning of Section 6662 of the Code).
k.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to
contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of law provisions thereof. Any suit, action or proceeding with
respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of
competent jurisdiction in the State of New York or the State of Maryland, and each of the Participant and the Company hereby submits to the exclusive jurisdiction of
such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant and the Company hereby irrevocably waives (i) any objections
which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of
competent jurisdiction in the State of New York or the State of Maryland, (ii) any claim that any such suit, action, or proceeding brought in any such court has been
brought in any inconvenient forum and (iii) any right to a jury trial.
l.
Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
* * * * *
BRIXMOR PROPERTY GROUP INC.
RESTRICTED STOCK UNIT AGREEMENT
AWARD CERTIFICATE
1. Brixmor Property Group Inc., a Maryland corporation (together with its Subsidiaries, the “Company”), and the Participant who is signatory hereto, hereby agree to the
terms of this Award Certificate and the Brixmor Property Group Inc. Restricted Stock Unit Agreement (the “Agreement”) to which it is attached. All capitalized terms used in this
Award Certificate and not defined herein shall have the meanings assigned to them in the Company’s 2013 Omnibus Incentive Plan (the “Plan”) or the Agreement.
2. Subject to the terms of this Award Certificate, the Agreement and the Plan, the Company hereby grants to the Participant as of the Effective Date, the Award on the
terms set forth below:
Participant:
Michael Hyun
Effective Date:
December 14, 2015
RSU Award Amount:
3. The Award and any RSUs which may become vested under the Award are subject to the terms and conditions set forth in this Award Certificate, the Plan and the
Agreement. All terms and provisions of the Plan and the Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. If
any provision of this Award Certificate is in conflict with the terms of the Plan or the Agreement, then the terms of the Plan or the Agreement, as applicable, shall govern. The
Participant hereby expressly acknowledges receipt of a copy of the Plan and the Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written.
BRIXMOR PROPERTY GROUP INC.
PARTICIPANT
By: ___________________________________
Name:
Title: Authorized Signatory
___________________________________
Name: Michael Hyun
(Back To Top) Section 3: EX­12.1 (EX 12.1)
Exhibit 12.1
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES AND CONSOLIDATED RATIO OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(dollars in thousands)
Predecessor
Period from
January 1, 2011
through June 27,
2011
Earnings:
Income (loss) before equity in income of unconsolidated joint ventures
Interest expense, net of amortization of premium/discount
2011
187,205
Amortization of deferred financing fees
Distributed income of equity investees
Portion of rent expense representative of interest
200,625
5,166
390
$
$
Year Ended
December 31,
2012
159,065
Successor
Period from June
28, 2011 through
December 31,
(40,193)
Total Earnings
(150,409)
377,070
4,812
152
206
152,774
$
$
2013
(81,825)
339,044
10,272
451
226
364,880
$
$
2014
2015
110,581
$ 197,077
254,380
236,709
10,831
8,691
8,302
409
454
512
445
443
416
364
237,829
268,902
374,522
$ 442,964
$
$
$
$
Fixed Charges:
Interest expense, net of amortization of premium/discount
187,205
200,625
377,070
339,044
254,380
236,709
Capitalized interest
254
293
1,661
4,968
4,047
2,749
Amortization of deferred financing fees
5,166
4,812
10,272
10,831
8,691
8,302
Portion of rent expense representative of interest
206
226
445
443
416
364
Total fixed charges (1)
192,831
205,956
389,448
355,286
267,534
248,124
—
137
296
162
150
150
192,831
206,093
389,744
355,448
267,684
$ 248,274
Preferred stock dividends
Total combined fixed charges and preferred stock dividends (2)
$
$
$
$
$
Ratio of Earnings to Fixed Charges
—
1.8
—
—
1.4
1.8
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
—
1.8
—
—
1.4
1.8
For the period from January 1, 2011 through June 27, 2011 and the years ended December 31, 2012 and 2013 fixed charges exceeded earnings by $40,057, $151,619 and $86,384, respectively.
(2)For the period from January 1, 2011 through June 27, 2011 and the years ended December 31, 2012 and 2013 combined fixed charges and preferred stock dividends exceeded earnings by $40,057, $151,915 and
$86,546, respectively.
(1) BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
(dollars in thousands)
Predecessor
Period from
January 1, 2011
through June 27,
2011
Earnings:
Income (loss) before equity in income of unconsolidated joint ventures
Interest expense, net of amortization of premium/discount
2011
187,205
Amortization of deferred financing fees
Distributed income of equity investees
Portion of rent expense representative of interest
200,625
5,166
390
$
Year Ended
December 31,
2012
(128,372)
$
Successor
Period from June
28, 2011 through
December 31,
(40,193)
Total Earnings
(149,885)
377,070
4,812
152
206
152,774
$
$
2013
(81,819)
339,044
10,272
451
226
77,443
$
$
2014
2015
110,581
254,380
236,709
10,831
8,691
8,302
409
454
512
445
443
416
364
238,353
268,908
374,522
$
$
$
$
$
$
197,077
442,964
Fixed Charges:
Interest expense, net of amortization of premium/discount
187,205
200,625
377,070
339,044
254,380
236,709
Capitalized interest
254
293
1,661
4,968
4,047
2,749
Amortization of deferred financing fees
5,166
4,812
10,272
10,831
8,691
8,302
Portion of rent expense representative of interest
206
226
445
443
416
364
192,831
205,956
389,448
355,286
267,534
Total fixed charges (1)
$
Ratio of Earnings to Fixed Charges
$
—
$
—
$
—
$
—
$
248,124
1.4
1.8
For the period from January 1, 2011 through June 27, 2011, the period from June 28, 2011 through December 31, 2011 and the years ended December 31, 2012 and 2013 fixed charges exceeded earnings by
$40,057, $128,513, $151,095 and $86,378, respectively.
(1)
(Back To Top) Section 4: EX­21.1 (EX 21.1)
Exhibit 21.1
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
LIST OF SUBSIDIARIES
Legal Entity Name
State of Formation
550 West Germantown Pike LLC
Delaware
550 West Germantown Pike Manager LLC
Delaware
Arapahoe Crossings, L.P.
Delaware
Berkshire Crossing Retail LLC
Delaware
Berkshire Crossing Shopping Center, LLC
Delaware
BPG Subsidiary Inc.
Delaware
Bradley Financing LLC
Delaware
Bradley Financing Partnership
Delaware
Bradley Operating LLC
Delaware
BRE Mariner Bay Point LLC
Delaware
BRE Mariner Belfair II LLC
Delaware
BRE Mariner Belfair Town Village LLC
Delaware
BRE Mariner Carrollwood LLC
Delaware
BRE Mariner Chelsea Place LLC
Delaware
BRE Mariner Conway Crossing LLC
Delaware
BRE Mariner Dolphin Village LLC
Delaware
BRE Mariner Hunters Creek LLC
Delaware
BRE Mariner Lake St. Charles LLC
Delaware
BRE Mariner Marco Town Center LLC
Delaware
BRE Mariner Milestone Plaza LLC
Delaware
BRE Mariner Ross Plaza LLC
Delaware
BRE Mariner Salisbury Marketplace LP
Delaware
BRE Mariner Shops of Huntcrest LLC
Delaware
BRE Mariner Sunrise Town Center LLC
Delaware
BRE Mariner Venice Plaza LLC
Delaware
BRE Mariner Venice Shopping Center LLC
Delaware
BRE Mariner Winchester Plaza LLC
Delaware
BRE Retail Management GP Holdings LLC
Delaware
BRE Retail Management Holdings LLC
Delaware
BRE Retail NP Brenham Four Corners Owner LLC
Delaware
BRE Retail NP Festival Centre Owner LLC
Delaware
BRE Retail NP Kimball Crossing Owner LLC
Delaware
BRE Retail NP Lexington Road Plaza Owner LLC
Delaware
BRE Retail NP Memphis Commons Owner LLC
Delaware
BRE Retail NP Mezz 1 LLC
Delaware
BRE Retail NP Mezz Holdco LLC
Delaware
BRE Retail NP Owner 1 LLC
Delaware
BRE Retail NP Shoppes at Hickory Hollow Owner LLC
Delaware
BRE Retail Residual Boyertown Shopping Center Holdings LLC
Delaware
BRE Retail Residual Boyertown Shopping Center Owner LLC
Delaware
BRE Retail Residual Circle Center Owner LLC
Delaware
BRE Retail Residual GP Holdings LLC
Delaware
BRE Retail Residual Greeneville Commons Owner LLC
Delaware
BRE Retail Residual LP Holdings LLC
Delaware
BRE Retail Residual Mezz 1 LLC
Delaware
BRE Retail Residual Mezz 2 LLC
Delaware
BRE Retail Residual Mezz 3 LLC
Delaware
BRE Retail Residual Mezz 4 LLC
Delaware
BRE Retail Residual Mezz Holdco LLC
Delaware
BRE Retail Residual Mist Lake Plaza Owner LLC
Delaware
BRE Retail Residual MO Owner LLC
Delaware
BRE Retail Residual MO/SC Holdings Trust
Delaware
Legal Entity Name
State of Formation
BRE Retail Residual NC GP Holdings LLC
Delaware
BRE Retail Residual NC LP Holdings LLC
Delaware
BRE Retail Residual NC Owner L.P.
Delaware
BRE Retail Residual North Penn Market Place Holdings LLC
Delaware
BRE Retail Residual North Penn Market Place Owner LLC
Delaware
BRE Retail Residual OP 4 GP Holdings LLC
Delaware
BRE Retail Residual OP 5 GP Holdings LLC
Delaware
BRE Retail Residual OP 7­A GP Holdings LLC
Delaware
BRE Retail Residual Owner 1 LLC
Delaware
BRE Retail Residual Owner 2 LLC
Delaware
BRE Retail Residual Owner 3 LLC
Delaware
BRE Retail Residual Owner 4 LLC
Delaware
BRE Retail Residual Owner 5 LLC
Delaware
BRE Retail Residual Owner 6 LLC
Delaware
BRE Retail Residual Shoppes at Southside LLC
Delaware
BRE Retail Residual Shoppes at Valley Forge Holdings LLC
Delaware
BRE Retail Residual Shoppes at Valley Forge Owner LLC
Delaware
BRE Retail Residual TRS LLC
Delaware
BRE Retail Residual Woodbourne Square Owner LLC
Delaware
BRE Retail Residual Woodbourne Square Holdings LLC
Delaware
BRE Southeast Retail Mezz 1 LLC
Delaware
BRE Tarpon Dublin Village Holdings LLC
Delaware
BRE Tarpon Dublin Village LLC
Delaware
BRE Tarpon Eustis Village LLC
Delaware
BRE Tarpon Governors Town Square LLC
Delaware
BRE Tarpon Greensboro Village LLC
Delaware
BRE Tarpon Keith Bridge Commons LLC
Delaware
BRE Tarpon Midpoint Center LLC
Delaware
BRE Tarpon Salem Road Station Holdings LLC
Delaware
BRE Tarpon Salem Road Station LLC
Delaware
BRE Tarpon Shops of Lake Tuscaloosa LLC
Delaware
BRE Tarpon South Plaza LLC
Delaware
BRE Tarpon Vineyards at Chateau Elan LLC
Delaware
BRE Tarpon Whitaker Square II LLC
Delaware
BRE Tarpon Whitaker Square LLC
Delaware
BRE Tarpon Wilmington Island LLC
Delaware
BRE Throne Applegate Ranch LLC
Delaware
BRE Throne Beneva Village Shops LLC
Delaware
BRE Throne Clovis Commons LLC
Delaware
BRE Throne East Port Plaza LLC
Delaware
BRE Throne First Street Village LLC
Delaware
BRE Throne Frankfort Crossing LLC
Delaware
BRE Throne Garner Towne Center Square LP
Delaware
BRE Throne Holdings LLC
Delaware
BRE Throne Martin Downs Town Center LLC
Delaware
BRE Throne Martin Downs Village Center LLC
Delaware
BRE Throne Martin Downs Village Shoppes LLC
Delaware
BRE Throne Nashboro Village LLC
Delaware
BRE Throne Plaza Rio Vista LLC
Delaware
BRE Throne Preston Park LLC
Delaware
BRE Throne Property Holdings LLC
Delaware
BRE Throne Wadsworth Crossing LLC
Delaware
Brixmor 23rd Street Station Owner, LLC
Delaware
Brixmor Acquisition Company, LLC
Delaware
Brixmor Arbor Faire GP, LLC
Delaware
Brixmor Arbor Faire Owner, LP
Delaware
Brixmor Atlantic Plaza, LLC
Delaware
Legal Entity Name
State of Formation
Brixmor Augusta West Plaza, LLC
Delaware
Brixmor Bardin Lessee LLC
Delaware
Brixmor Bardin Owner LLC
Delaware
Brixmor Banks Station, LLC
Delaware
Brixmor Berkshire Crossing LLC
Delaware
Brixmor Bethel Park, LLC
Delaware
Brixmor Broadway Faire, L.P.
Delaware
Brixmor Burlington Square LLC
Delaware
Brixmor Capitol SC LLC
Delaware
Brixmor Cedar Plaza, LLC
Delaware
Brixmor Clark, LLC
Delaware
Brixmor Coconut Creek Owner, LLC
Delaware
Brixmor College Plaza LLC
Delaware
Brixmor County Line LLC
Delaware
Brixmor Courtyard at Georgetown LLC
Delaware
Brixmor Covington Gallery Owner, LLC
Delaware
Brixmor Creekwood SC, LLC
Delaware
Brixmor Cross Keys Commons LLC
Delaware
Brixmor Crystal Lake LLC
Delaware
Brixmor East Lake Pavilions, LLC
Delaware
Brixmor Eastlake SC, LLC
Delaware
Brixmor Employment Company, LLC
Delaware
Brixmor ERT, LLC
Delaware
Brixmor Exchange Property Owner IV, LLC
Delaware
Brixmor Fairview Corners LLC
Delaware
Brixmor Festival Center (IL) LLC
Delaware
Brixmor GA Albany Plaza LLC
Delaware
Brixmor GA America LLC
Delaware
Brixmor GA Apollo 1 LLC
Delaware
Brixmor GA Apollo 2 LLC
Delaware
Brixmor GA Apollo 3 LLC
Delaware
Brixmor GA Apollo 4 LLC
Delaware
Brixmor GA Apollo 5 LLC
Delaware
Brixmor GA Apollo 6 LLC
Delaware
Brixmor GA Apollo I Sub Holdings, LLC
Delaware
Brixmor GA Apollo I Sub LLC
Delaware
Brixmor GA Apollo I TX Holdings, LLC
Delaware
Brixmor GA Apollo II Sub LLC
Delaware
Brixmor GA Apollo II TX LLC
Delaware
Brixmor GA Apollo II TX LP
Delaware
Brixmor GA Apollo III Sub Holdings, LLC
Delaware
Brixmor GA Apollo III Sub LLC
Delaware
Brixmor GA Apollo III TX LLC
Delaware
Brixmor GA Apollo III TX LP
Delaware
Brixmor GA Apollo IV Sub LLC
Delaware
Brixmor GA Apollo Member LLC
Delaware
Brixmor GA Arlington Heights LLC
Delaware
Brixmor GA BJ's Plaza, LLC
Delaware
Brixmor GA Chamberlain Plaza LLC
Delaware
Brixmor GA Chicopee Marketplace LLC
Massachusetts
Brixmor GA Chicopee Marketplace Member LLC
Delaware
Brixmor GA Coastal Landing (FL) LLC
Delaware
Brixmor GA Coastal Way LLC
Delaware
Brixmor GA Cobblestone Village at Royal Palm Beach, LLC
Florida
Brixmor GA Cobblestone Village at St. Augustine, LLC
Delaware
Brixmor GA Conyers LLC
Delaware
Brixmor GA Conyers Phase I Owner LLC
Delaware
Legal Entity Name
State of Formation
Brixmor GA Conyers Phase II Owner LLC
Delaware
Brixmor GA Cosby Station LLC
Delaware
Brixmor GA Delta Center (MI) LLC
Delaware
Brixmor GA Devonshire (NC) GP LLC
Delaware
Brixmor GA Devonshire (NC) LP
Delaware
Brixmor GA Dover Park Plaza, LLC
Delaware
Brixmor GA East Ridge Crossing LLC
Delaware
Brixmor GA Elizabethtown LLC
Delaware
Brixmor GA Fashion Corner, LLC
Delaware
Brixmor GA Fashion Square­Orange Park, LLC
Florida
Brixmor GA Financing 1 LLC Delaware
Brixmor GA Freshwater/Stateline LLC
Delaware
Brixmor GA Galleria, LLC
Delaware
Brixmor GA Grand Central Plaza I LLC
Delaware
Brixmor GA Grand Central Plaza LLC
Delaware
Brixmor GA Grand Central Plaza LP
Delaware
Brixmor GA Green Acres (MI) LLC
Delaware
Brixmor GA Haymarket Square LLC
Delaware
Brixmor GA Hilltop Plaza, LLC
Delaware
Brixmor GA Holdings A LLC
Delaware
Brixmor GA Holdings B LLC
Delaware
Brixmor GA Holdings C LLC
Delaware
Brixmor GA Holdings D LLC
Delaware
Brixmor GA Holdings E LLC
Delaware
Brixmor GA Karam Shopping Center LLC
Delaware
Brixmor GA Kingston Overlook LLC
Delaware
Brixmor GA London Marketplace, LLC
Delaware
Brixmor GA Lunenburg Crossing LLC
Delaware
Brixmor GA Marketplace Wycliffe, LLC
Delaware
Brixmor GA Marwood Plaza, LLC
Delaware
Brixmor GA Member II LLC
Delaware
Brixmor GA Merchants Central GP LLC
Delaware
Brixmor GA Merchants Central LP
Delaware
Brixmor GA Moundsville LLC
Delaware
Brixmor GA Mount Houston TX LLC
Delaware
Brixmor GA Mount Houston TX LP
Delaware
Brixmor GA Non­Core TN LLC
Delaware
Brixmor GA Normandy Square, LLC
Delaware
Brixmor GA North Haven Crossing LLC
Delaware
Brixmor GA North Olmsted LLC
Delaware
Brixmor GA North Ridgeville LLC
Delaware
Brixmor GA Panama City, LLC
Delaware
Brixmor GA Paradise Plaza GP, LLC
Delaware
Brixmor GA Paradise Plaza Leasehold LLC
Delaware
Brixmor GA Paradise Plaza, LP
Delaware
Brixmor GA Parkway Plaza GP, LLC
Delaware
Brixmor GA Parkway Plaza, LP
Delaware
Brixmor GA PUT Portfolio LLC
Delaware
Brixmor GA Roundtree Place, LLC
Delaware
Brixmor GA San Dimas GP, LLC
Delaware
Brixmor GA San Dimas, LP
Delaware
Brixmor GA SEA Member LLC
Delaware
Brixmor GA Seacoast Shopping Center LLC
Delaware
Brixmor GA Shops at Prospect GP LLC
Delaware
Brixmor GA Shops at Prospect LP
Delaware
Brixmor GA Shops at Prospect LP LLC
Delaware
Brixmor GA Southland Shopping Center LLC
Delaware
Legal Entity Name
State of Formation
Brixmor GA Springdale Member LLC
Delaware
Brixmor GA Springdale/Mobile Limited Partnership
Alabama
Brixmor GA Stratford Commons GP, LLC
Delaware
Brixmor GA Stratford Commons, LP
Delaware
Brixmor GA Streetsboro Crossing LLC
Delaware
Brixmor GA Sub LLC
Delaware
Brixmor GA Tuckernuck Square, LLC
Delaware
Brixmor GA Turnpike Plaza LLC
Delaware
Brixmor GA Vail Ranch GP, LLC
Delaware
Brixmor GA Vail Ranch, LP
Delaware
Brixmor GA Valley Commons LLC
Delaware
Brixmor GA Washtenaw Fountain, LLC
Delaware
Brixmor GA Waterbury LLC
Delaware
Brixmor GA Waterford Commons LLC
Delaware
Brixmor GA Westminster LLC
Delaware
Brixmor GA Wilkes­Barre LP
Delaware
Brixmor GA Wilkes­Barre Member I LLC
Delaware
Brixmor GA Wilkes­Barre Member LLC
Delaware
Brixmor GA Wilkes­Barre Sub LLC
Delaware
Brixmor GA Willow Springs Plaza LLC
Delaware
Brixmor Grand Traverse I LLC
Delaware
Brixmor Grand Traverse II LLC
Delaware
Brixmor Greentree SC, LLC
Delaware
Brixmor Hale Road LLC
Delaware
Brixmor Hamilton Plaza Owner, LLC
Delaware
Brixmor Hanover Square SC, LLC
Delaware
Brixmor Heritage Square LLC
Delaware
Brixmor Heritage Square MGR LLC
Delaware
Brixmor Highland Commons LLC
Delaware
Brixmor Holdings 1 SPE, LLC
Delaware
Brixmor Holdings 10 SPE, LLC
Delaware
Brixmor Holdings 11 SPE, LLC
Delaware
Brixmor Holdings 12 SPE, LLC
Delaware
Brixmor Holdings 3 SPE, LLC
Delaware
Brixmor Holdings 6 SPE, LLC
Delaware
Brixmor Holdings 8 SPE, LLC
Delaware
Brixmor HTG SPE 1 LLC
Delaware
Brixmor HTG SPE 5 LLC
Delaware
Brixmor HTG SPE MGR 1 LLC
Delaware
Brixmor III OP, LLC
Delaware
Brixmor Incap LLC
Delaware
Brixmor Innes Street LP
Delaware
Brixmor Ivyridge SC, LLC
Delaware
Brixmor Junior Mezz Holding, LLC
Delaware
Brixmor Larchmont LLC
Delaware
Brixmor Laurel Square Owner, LLC
Delaware
Brixmor Lehigh SC LLC
Delaware
Brixmor LLC
Maryland
Brixmor Long Meadow LLC
Delaware
Brixmor Mableton Walk, LLC
Delaware
Brixmor Management Joint Venture 2 Holding, LLC
Delaware
Brixmor Management Joint Venture 2, LLC
Delaware
Brixmor Management Joint Venture 2, LP
Delaware
Brixmor Management Joint Venture LP
Delaware
Brixmor Management NY LLC
Delaware
Brixmor Manchester I LLC
Delaware
Brixmor Manchester II LLC
Delaware
Legal Entity Name
State of Formation
Brixmor Manchester III LLC
Delaware
Brixmor MergerSub LLC
Delaware
Brixmor Metro 580 SC, L.P.
Delaware
Brixmor Miami Gardens, LLC
Delaware
Brixmor Middletown Plaza Owner, LLC
Delaware
Brixmor Miracle Mile, LLC
Delaware
Brixmor Monroe Plaza, LLC
Delaware
Brixmor Montebello Plaza GP, LLC
Delaware
Brixmor Montebello Plaza, L.P.
Delaware
Brixmor Morris Hills LLC
Delaware
Brixmor Naples SC LLC
Delaware
Brixmor NC Property GP LLC
Delaware
Brixmor New Centre LP
Delaware
Brixmor New Chastain Corners SC, LLC
Delaware
Brixmor New Garden Mezz 1, LLC
Delaware
Brixmor New Garden Mezz 2, LLC
Delaware
Brixmor New Garden SC Owner, LLC
Delaware
Brixmor Northern Hills LLC
Delaware
Brixmor Oakwood Commons LLC
Delaware
Brixmor Old Bridge LLC
Delaware
Brixmor OP GP LLC
Delaware
Brixmor OP Holdings 2, LLC
Delaware
Brixmor OP Holdings LLC
Delaware
Brixmor OP TRS LLC
Delaware
Brixmor Operating Partnership 16, LLC
Delaware
Brixmor Operating Partnership 2, LLC
Delaware
Brixmor Operating Partnership 4, L.P.
Delaware
Brixmor Operating Partnership 5, L.P.
Delaware
Brixmor Operating Partnership 7­A, LP
Delaware
Brixmor Operating Partnership, LLC
Delaware
Brixmor Operating Partnership LP
Delaware
Brixmor PA, LLC
Pennsylvania
Brixmor Paradise Pavilion, LLC
Delaware
Brixmor Park Shore Outparcel LLC
Delaware
Brixmor Park Shore SC LLC
Delaware
Brixmor Property Owner II, LLC
Delaware
Brixmor Renaissance Center East, LLC
Delaware
Brixmor Residual Arapahoe Crossings LLC
Delaware
Brixmor Residual Brooksville Square, LLC
Delaware
Brixmor Residual Dickson City Crossings Member, LLC
Delaware
Brixmor Residual Dickson City Crossings, LLC
Delaware
Brixmor Residual Dillsburg SC Member, LLC
Delaware
Brixmor Residual Dillsburg SC, LLC
Delaware
Brixmor Residual Holding LLC
Delaware
Brixmor Residual Presidential Plaza, LLC
Delaware
Brixmor Residual Rising Sun, LLC
Delaware
Brixmor Residual Shoppes at Fox Run, LLC
Delaware
Brixmor Residual Shops of Riverdale, LLC
Delaware
Brixmor Residual Stone Mill Plaza Member, LLC
Delaware
Brixmor Residual Stone Mill Plaza, LLC
Delaware
Brixmor Ridgeview, LLC
Delaware
Brixmor Rivercrest LLC
Delaware
Brixmor Riverhead Development LLC
Delaware
Brixmor Riverhead LLC
Delaware
Brixmor Roanoke Plaza LLC
Delaware
Brixmor Roosevelt Mall Owner, LLC
Delaware
Brixmor Rose Pavilion, L.P.
Delaware
Legal Entity Name
State of Formation
Brixmor Royal Oaks GP LLC
Delaware
Brixmor Royal Oaks L.P.
Delaware
Brixmor Seminole Plaza Owner, LLC
Delaware
Brixmor Senior Mezz Holding, LLC
Delaware
Brixmor Silver Pointe, LLC
Delaware
Brixmor Skyway Plaza, LLC
Delaware
Brixmor Slater Street LLC
Delaware
Brixmor Southeast Retail Manager, LLC
Delaware
Brixmor Southport Centre LLC
Delaware
Brixmor SPE 1 LLC
Delaware
Brixmor SPE 2 LLC
Delaware
Brixmor SPE 3 LLC
Delaware
Brixmor SPE 4 LLC
Delaware
Brixmor SPE 5 LLC
Delaware
Brixmor SPE 6 LLC
Delaware
Brixmor SPE MGR 1 LLC
Delaware
Brixmor Spradlin Farm LLC
Delaware
Brixmor Spring Mall Limited Partneship
Delaware
Brixmor Spring Mall, LLC
Delaware
Brixmor St. Francis Plaza LLC
Delaware
Brixmor STN LLC
Delaware
Brixmor Stockbridge Village, LLC
Delaware
Brixmor Stone Mountain, LLC
Delaware
Brixmor Sunshine Square LLC
Delaware
Brixmor Surrey Square Mall, LLC
Delaware
Brixmor Sweetwater Village, LLC
Delaware
Brixmor Tarpon Mall, LLC
Delaware
Brixmor Throne Retail Manager LLC
Delaware
Brixmor Tinton Falls, LLC
Delaware
Brixmor Tri City Plaza LLC
Delaware
Brixmor Trinity Commons SPE Limited Partnership
Delaware
Brixmor Trinity Commons SPE MGR LLC
Delaware
Brixmor UC Greenville LLC
Delaware
Brixmor Vallejo LLC
Delaware
Brixmor Venetian Isle LLC
Delaware
Brixmor Ventura Downs Owner, LLC
Delaware
Brixmor Victory Square, LLC
Delaware
Brixmor Warminster SPE LLC
Delaware
Brixmor Watson Glen LLC
Delaware
Brixmor Webster Square II LLC
Delaware
Brixmor Webster Square LLC
Delaware
Brixmor Wendover Place LLC
Delaware
Brixmor Westgate­Dublin, LLC
Delaware
Brixmor Williamson Square GP LLC
Delaware
Brixmor Winwood Town Center, LLC
Delaware
Brixmor Wolfcreek I LLC
Delaware
Brixmor Wolfcreek II LLC
Delaware
Brixmor Wolfcreek III LLC
Delaware
Brixmor Wolfcreek IV LLC
Delaware
Brixmor/IA 18 Mile & Ryan, LLC
Delaware
Brixmor/IA Bennetts Mills Plaza, LLC
Delaware
Brixmor/IA Brunswick Town Center, LLC
Delaware
Brixmor/IA Cayuga Plaza, LLC
Delaware
Brixmor/IA Central Station, LLC
Delaware
Brixmor/IA Centre at Navarro, LLC
Delaware
Brixmor/IA Clearwater Mall, LLC
Delaware
Brixmor/IA Colonial Marketplace, LLC
Delaware
Legal Entity Name
State of Formation
Brixmor/IA Columbus Center, LLC
Delaware
Brixmor/IA Commerce Central, LLC
Delaware
Brixmor/IA Crossroads Center, LLC
Delaware
Brixmor/IA Delco Plaza, LLC
Delaware
Brixmor/IA Downtown Publix, LLC
Delaware
Brixmor/IA Georgetown Square, LLC
Delaware
Brixmor/IA Lake Drive Plaza, LLC
Delaware
Brixmor/IA Northeast Plaza, LLC
Delaware
Brixmor/IA Payton Park, LLC
Delaware
Brixmor/IA Points West SC, LLC
Delaware
Brixmor/IA Quentin Collection, LLC
Delaware
Brixmor/IA Regency Park SC, LLC
Delaware
Brixmor/IA Rutland Plaza, LLC
Delaware
Brixmor/IA Southfield (MI) SC, LLC
Delaware
Brixmor/IA Southfield Plaza, LLC
Delaware
Brixmor/IA Spencer Square, LLC
Delaware
Brixmor/IA Tinley Park Plaza, LLC
Delaware
Brixmor/IA JV Manager, LLC
Delaware
Brixmor/IA JV Pool A, LLC
Delaware
Brixmor/IA JV Pool B, LLC
Delaware
Brixmor/IA JV Pool C, LLC
Delaware
Brixmor/IA JV Property Manager, LLC
Delaware
Brixmor/IA JV, LLC
Delaware
Brixmor/IA Member, LLC
Delaware
Brixmor­Lakes Crossing, LLC
Delaware
BRX Mamaroneck Parcel LLC
Delaware
CA New Plan Asset LLC
Delaware
CA New Plan Asset Partnership IV, L.P.
Delaware
CA New Plan Fixed Rate Partnership, L.P.
Delaware
CA New Plan Fixed Rate SPE LLC
Delaware
CA New Plan IV
Maryland
CA New Plan Sarasota Holdings SPE, LLC
Delaware
CA New Plan Sarasota, L.P.
Delaware
CA New Plan Texas Assets, L.P.
Delaware
CA New Plan Texas Assets, LLC
Delaware
CA New Plan V
Maryland
CA New Plan Venture Direct Investment Fund, LLC
Delaware
CA New Plan Venture Fund, LLC
Delaware
CA New Plan Venture Partner
Maryland
CA New Plan VI
Maryland
CA New Plan Victoria Holdings SPE, LLC
Delaware
CA New Plan Victoria, L.P.
Delaware
CA New Plan Villa Monaco Holdings SPE, LLC
Delaware
CA New Plan Villa Monaco, L.P.
Delaware
California Mezz 1, LLC
Delaware
California Mezz 2, LLC
Delaware
California Mezz Holdings, LLC
Delaware
California Property Owner I, LLC
Delaware
Campus Village IDOT LLC
Delaware
Campus Village Shopping Center Joint Venture
Delaware
Cedar Crest Associates L.P.
Pennsylvania
Cedar Crest GP, LLC
Delaware
Centro GA Enfield Stop & Shop LLC
Delaware
Century Plaza Associates, L.P.
Delaware
Chalfont Plaza Associates, L.P.
Delaware
Chalfont Plaza LLC
Delaware
Cherry Square MCV Associates, L.P.
Delaware
Legal Entity Name
State of Formation
Cherry Square MCV L.L.C.
Delaware
Collegeville Plaza Associates, L.P.
Delaware
Collegeville Plaza LLC
Delaware
County Line Plaza Realty Associates, L.P.
Delaware
County Line Plaza Realty LLC
Delaware
CP General Partner, LLC
Delaware
Culpeper Shopping Center Joint Venture
Delaware
CV GP L.P.
Delaware
CV GP LLC
Delaware
CW A & P Mamaroneck LLC
Delaware
CW Bensalem II GP LLC
Delaware
CW Bensalem II LP
Delaware
CW Bensalem Square GP LLC
Delaware
CW Bensalem Square LP
Delaware
CW Dover LLC
Delaware
CW Dover Manager LLC
Delaware
CW Groton Square LLC
Delaware
CW Highridge Plaza LLC
Delaware
CW Milford LLC
Delaware
CW North Ridge Plaza LLC
Delaware
CW Park Hills Plaza GP LLC
Delaware
CW Park Hills Plaza LP
Delaware
CW Parkway Plaza LLC
Delaware
CW Parkway Plaza Manager LLC
Delaware
CW Pilgrim Gardens GP LLC
Delaware
CW Pilgrim Gardens Holding GP LLC
Delaware
CW Pilgrim Gardens Holding LP
Delaware
CW Pilgrim Gardens LP
Delaware
CW Plymouth Plaza Holding GP LLC
Delaware
CW Plymouth Plaza Holding LP
Delaware
CW Plymouth Plaza Holding Parent LLC
Delaware
CW Port Washington LLC
Delaware
CW Village Square LLC
Delaware
CWAR 14 LLC
Delaware
CWAR 15 LLC
Delaware
CWOP 2 Mansell Pad Site LLC
Delaware
ERP Australian Member, LLC
Delaware
ERP Hillcrest, LLC
Delaware
ERP Mingo Marketplace, LLC
Delaware
ERP Nevada, LLC
Delaware
ERP New Britain GP, LLC
Delaware
ERP New Britain Holdings, LP
Delaware
ERP New Britain Mezz GP, LLC
Delaware
ERP New Britain Property Owner, L.P.
Delaware
ERP of Midway, LLC
Delaware
ERT 163rd Street Mall, LLC
Delaware
ERT Australian Management, LP
Delaware
ERT Development LLC
Delaware
ERT Southland LLC
Delaware
Excel Realty Partners, L.P.
Delaware
Excel Realty Trust ­ NC
Delaware
Florence Square LLC
Delaware
Fox Run Limited Partnership
Alabama
Fox Run LLC
Delaware
Gilbertsville Plaza Associates, L.P.
Delaware
Gilbertsville Plaza LLC
Delaware
Glenmont Associates Limited Partnership
Pennsylvania
Legal Entity Name
State of Formation
Glenmont LLC
Delaware
Grove Court Shopping Center LLC
Delaware
Harpers Corner Parcel LLC
Delaware
Heritage County Line Plaza SPE LLC
Delaware
Heritage County Line Plaza SPE MGR LLC
Delaware
Heritage Hale Road LLC
Delaware
Heritage HR Manager LLC
Delaware
Heritage Property Investment Limited Partnership
Delaware
Heritage Realty Management, LLC
Delaware
Heritage Realty Special L.P., LLC
Delaware
Heritage Southwest GP LLC
Delaware
Heritage Southwest Limited Partnership
Delaware
Heritage SPE LLC
Delaware
Heritage SPE MGR LLC
Delaware
Heritage SPE MGR Manager, LLC
Delaware
Heritage­Westwood La Vista LLC
Delaware
HK New Plan Arvada Plaza, LLC
Delaware
HK New Plan Covered Sun, LLC
Delaware
HK New Plan ERP Property Holdings, LLC
Delaware
HK New Plan Exchange Property Holdings I, LLC
Delaware
HK New Plan Exchange Property Owner II, LP
Delaware
HK New Plan Hunt River Commons, LLC
Delaware
HK New Plan Lower Tier OH, LLC
Delaware
HK New Plan Macon Chapman TRS GP LLC
Delaware
HK New Plan Mid Tier OH, L.P.
Delaware
HK New Plan STH Mid Tier I, LLC
Delaware
HK New Plan STH Upper Tier I, LLC
Delaware
HK New Plan STH Upper Tier II Company
Maryland
HK New Plan Vineyards GP LLC
Delaware
HK New Plan Vineyards, LP
Delaware
Killingly Plaza LLC
Delaware
Killingly Plaza Manager LLC
Delaware
KOP Kline Plaza LLC
Delaware
KOP Kline Plaza Manager LLC
Delaware
KOP Perkins Farm Marketplace LLC
Delaware
KOP Vestal Venture LLC
Delaware
KR 69th Street GP LLC
Delaware
KR 69th Street, L.P.
Pennsylvania
KR Barn GP LLC
Delaware
KR Barn, L.P.
Pennsylvania
KR Best Associates GP LLC
Delaware
KR Best Associates, L.P.
Pennsylvania
KR Campus GP LLC
Delaware
KR Campus II GP LLC
Delaware
KR Collegetown LLC
Delaware
KR Collegetown Manager LLC
Delaware
KR Culpeper GP LLC
Delaware
KR Culpeper II GP LLC
Delaware
KR Fox Run GP LLC
Delaware
KR Holcomb LLC
Delaware
KR Holcomb Manager LLC
Delaware
KR Mableton LLC
Delaware
KR Mableton Manager LLC
Delaware
KR Morganton LP
Delaware
KR Morganton Manager LLC
Delaware
KR Northpark Associates GP LLC
Delaware
KR Park Plaza LLC
Delaware
Legal Entity Name
State of Formation
KR Park Plaza Manager LLC
Delaware
KR Stratford LLC
Delaware
KR Stratford Manager LLC
Delaware
Kramont Operating Partnership, L.P.
Delaware
KRT Property Holdings LLC
Delaware
KRT Property Holdings Manager LLC
Delaware
Lakewood Plaza 9 Associates, L.P.
Delaware
Marlton Plaza Associates II, L.P.
Delaware
Marlton Plaza Associates, L.P.
Delaware
Marlton Plaza II LLC
Delaware
Montgomery CV Realty L.P.
Delaware
Mount Carmel Plaza Associates, L.P.
Delaware
Mount Carmel Plaza LLC
Delaware
NC Properties #1, LLC
Delaware
NC Properties #2, LLC
Delaware
New Holland Plaza Associates, L.P.
Delaware
New Holland Plaza LLC
Delaware
New Plan Australian Member, LLC
Delaware
New Plan Cinnaminson Urban Renewal, L.L.C.
New Jersey
New Plan Disbursing LLC
Delaware
New Plan DRP Trust
Maryland
New Plan ERP Limited Partner Company
Maryland
New Plan ERT HD Florida, LLC
Delaware
New Plan ERT HD Ohio, LLC
Delaware
New Plan ERT Tyrone Gardens, LLC
Delaware
New Plan Florida Holdings, LLC
Delaware
New Plan Hampton Village, LLC
Delaware
New Plan Institutional Retail Partner II, LLC
Delaware
New Plan Maryland Holdings, LLC
Delaware
New Plan of Arlington Heights, LLC
Delaware
New Plan of Cinnaminson GP, LLC
Delaware
New Plan of Cinnaminson LP
Delaware
New Plan of Michigan Member, LLC
Delaware
New Plan of New Garden, LLC
Delaware
New Plan of West Ridge, LLC
Delaware
New Plan Pennsylvania Holdings, LLC
Delaware
New Plan Property Holding Company
Maryland
New Plan Realty Trust, LLC
Delaware
NewSem Tyrone Gardens Property Owner, LLC
Delaware
NewSem Tyrone Gardens, LLC
Delaware
Newtown Village Plaza Associates L.P.
Delaware
Newtown Village Plaza LLC
Delaware
Northeast Plaza Outparcel Owner LLC
Delaware
Northpark Associates, L.P.
Georgia
NP/I & G Montecito Marketplace Phase I, LLC
Delaware
NP/I & G Montecito Marketplace Phase II, LLC
Delaware
NP/I&G Institutional Retail Company II, LLC
Delaware
Orange Plaza LLC
Delaware
Orange Plaza Manager LLC
Delaware
Plymouth Plaza Associates, L.P.
Delaware
Plymouth Plaza LLC
Delaware
Pointe Orlando Development Company
Delaware
Rio Grande Associates
Pennsylvania
Rio Grande Plaza LLC
Delaware
Salmon Run Plaza LLC
Delaware
Springfield Parcel LLC
Delaware
Springfield Supermarket LLC
Delaware
Legal Entity Name
State of Formation
The Shoppes at Wycliffe Property Owners’ Association, Inc.
Delaware
Springfield Supermarket Manager LLC
Delaware
Super LLC
Maryland
Vestal Campus Plaza LLC
Delaware
Vestal Parkway Plaza LLC
Delaware
Vestal Retail Holdings, L.L.C.
Delaware
Vestal Shoppes LLC
Delaware
Vestal Town Square LLC
Delaware
Vestal Town Square Manager LLC
Delaware
Village Plaza LLC
Delaware
Village Plaza Manager LLC
Delaware
Werk Road Acquisition LLC
Delaware
Williamson Square Associates Limited Partnership
Illinois
Wolfcreek Outparcel Owner LLC
Delaware
(Back To Top) Section 5: EX­23.1 (EX 23.1)
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333­ 200057, 333­ 200084, 333­ 200086, and 333­ 201464 on Forms S­3 and Registration Statement
No. 333­ 191971 on Form S­8 of our reports dated February 29, 2016, relating to the consolidated financial statements and financial statement schedules of Brixmor Property
Group Inc. and Subsidiaries, and the effectiveness of Brixmor Property Group Inc. and Subsidiaries’ internal control over financial reporting (which report expresses an adverse
opinion on the effectiveness of the Brixmor Property Group Inc. and Subsidiaries’ internal control over financial reporting due to a material weakness), appearing in the Annual
Report on Form 10­K of Brixmor Property Group Inc. and Subsidiaries for the year ended December 31, 2015.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 29, 2016
(Back To Top) Section 6: EX­23.2 (EX 23.2)
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements:
Registration Statement (Form S­8) No. 333­191971) pertaining to the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan
Registration Statement (Form S­3 No. 333­200057)
Registration Statement (Form S­3 No. 333­200084)
Registration Statement (Form S­3 No. 333­200086) and
Registration Statement (Form S­3 No. 333­201464)
of Brixmor Property Group Inc. and in the related Prospectuses of our report dated February 19, 2015, with respect to the consolidated financial statements and schedules of
Brixmor Property Group Inc. and Subsidiaries included in this Annual Report (Form 10­K) for the year ended December 31, 2014.
/s/ Ernst & Young LLP
New York, New York
February 29, 2016
(Back To Top) Section 7: EX­23.3 (EX 23.3)
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333­201464­01 on Form S­3 of our reports dated February 29, 2016, relating to the consolidated
financial statements and financial statement schedules of Brixmor Operating Partnership LP and Subsidiaries, and the effectiveness of Brixmor Operating Partnership LP and
Subsidiaries’ internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of the Brixmor Operating Partnership LP and Subsidiaries’
internal control over financial reporting due to a material weakness), appearing in the Annual Report on Form 10­K of Brixmor Operating Partnership LP and Subsidiaries for the
year ended December 31, 2015.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 29, 2016
(Back To Top) Section 8: EX­23.4 (EX 23.4)
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S­3 No. 333­201464­01) of Brixmor Operating Partnership LP and Subsidiaries and in the
related Prospectus of our report dated February 19, 2015, with respect to the consolidated financial statements and schedules of Brixmor Operating Partnership LP and
Subsidiaries, included in this Annual Report (Form 10­K) for the year ended December 31, 2014.
/s/ Ernst & Young LLP
New York, New York
February 29, 2016
(Back To Top) Section 9: EX­31.1 (EX 31.1)
Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES­OXLEY ACT OF 2002
I, Daniel B. Hurwitz, certify that:
1.
2.
3.
4.
5.
I have reviewed this annual report on Form 10­K for the period ended December 31, 2015 of Brixmor Property Group Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a­
15(e) and 15d­15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a­15(f) and 15d­15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: February 29, 2016
/s/Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer)
(Back To Top) Section 10: EX­31.2 (EX 31.2)
Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES­OXLEY ACT OF 2002
I, Barry Lefkowitz, certify that:
1.
2.
3.
4.
5.
I have reviewed this annual report on Form 10­K for the period ended December 31, 2015 of Brixmor Property Group Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a­
15(e) and 15d­15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a­15(f) and 15d­15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: February 29, 2016
/s/Barry Lefkowitz
Interim Chief Financial Officer
(Principal Financial Officer)
(Back To Top) Section 11: EX­31.3 (EX 31.3)
Exhibit 31.3
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES­OXLEY ACT OF 2002
I, Daniel B. Hurwitz, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10­K for the period ended December 31, 2015 of Brixmor Operating Partnership LP;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a­
15(e) and 15d­15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a­15(f) and 15d­15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
b.
5.
Date: February 29, 2016
/s/Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer)
(Back To Top) Section 12: EX­31.4 (EX 31.4)
Exhibit 31.4
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES­OXLEY ACT OF 2002
I, Barry Lefkowitz, certify that:
1.
2.
3.
4.
5.
I have reviewed this annual report on Form 10­K for the period ended December 31, 2015 of Brixmor Operating Partnership LP;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a­
15(e) and 15d­15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a­15(f) and 15d­15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: February 29, 2016
/s/Barry Lefkowitz
Interim Chief Financial Officer
(Principal Financial Officer)
(Back To Top) Section 13: EX­32.1 (EX 32.1)
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES­OXLEY ACT OF 2002
In connection with the Annual Report of Brixmor Property Group Inc. (the “Company”) on Form 10­K for the period ended December 31, 2015 filed with the Securities and
Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes­Oxley Act of 2002, the
undersigned officers of the Company hereby certify, to such officers’ knowledge, that:
• The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and
•
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented
therein.
Date: February 29, 2016
/s/Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer)
/s/Barry Lefkowitz
Interim Chief Financial Officer
(Principal Financial Officer)
(Back To Top) Section 14: EX­32.2 (EX 32.2)
Exhibit 32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES­OXLEY ACT OF 2002
In connection with the Annual Report of Brixmor Operating Partnership LP (the “Operating Partnership”) on Form 10­K for the period ended December 31, 2015 filed with the
Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes­Oxley Act of
2002, the undersigned officers of the Operating Partnership hereby certify, to such officers’ knowledge, that:
• The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and
•
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership for the
periods presented therein.
Date: February 29, 2016
/s/Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer)
/s/Barry Lefkowitz
Interim Chief Financial Officer
(Principal Financial Officer)
(Back To Top) Section 15: EX­99.1 (EX 99.1)
Exhibit 99.1
Section 13(r) Disclosure
The disclosure with respect to the fiscal year ended December 31, 2015, was provided by Travelport Worldwide Limited, and for the quarter ended September 30, 2015, was
provided by The Blackstone Group L.P. (“Blackstone”) and Hilton Worldwide Holdings Inc. (“Hilton”), each in accordance with Section 13(r) of the Securities Exchange Act of
1934, as amended. Travelport Worldwide Limited and Hilton may each be considered affiliates of Blackstone, and therefore affiliates of Brixmor. We did not independently verify
or participate in the preparation of these disclosures.
Travelport Worldwide Limited provided the following disclosure for the year ended December 31, 2015:
Iran Sanctions Disclosure
As part of our global business in the travel industry, we provide certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. We also
provide certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting
transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the
exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.
The gross revenue and net profit attributable to these activities for the year ended December 31, 2015 were approximately $551,000 and $389,000, respectively, and
$660,000 and $470,000 for the year ended December 31, 2014, respectively.
Blackstone provided the following disclosure with respect to Travelport Limited and Hilton for the quarter ended September 30, 2015:
Travelport Limited, which may be considered our affiliate, provided the disclosure reproduced below in connection with activities during the quarter ended September 30, 2015.
We have not independently verified or participated in the preparation of this disclosure.
“As part of our global business in the travel industry, we provide certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. We also provide
certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting
transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the
exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.
The gross revenue and net profit attributable to these activities in the quarter ended September 30, 2015 were approximately $133,000 and $94,000, respectively.”
Hilton Worldwide Holdings Inc., which may be considered our affiliate, provided the disclosure reproduced below in connection with activities during the quarter ended
September 30, 2015. We have not independently verified or participated in the preparation of this disclosure.
“During the fiscal quarter ended September 30, 2015, an Iranian governmental delegation stayed at the Transcorp Hilton Abuja for one night. The stays were booked and paid for
by the government of Nigeria. The hotel received revenues of approximately $5,320 from these dealings. Net profit to Hilton Worldwide Holdings Inc. (“Hilton”) from these
dealings was approximately $495. Hilton believes that the hotel stays were exempt from the Iranian Transactions and Sanctions Regulations, 31 C.F.R. Part 560, pursuant to the
International Emergency Economic Powers Act (“IEEPA”) and under 31 C.F.R. Section 560.210 (d). The Transcorp Hilton Abuja intends to continue engaging in future similar
transactions to the extent they remain permissible under applicable laws and regulations.”
Hilton provided the following disclosure for the quarter ended September 30, 2015:
Hilton Worldwide Holdings Inc.
The following activities are disclosed as required by Section 13(r)(1)(D)(iii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
During the fiscal quarter ended September 30, 2015, an Iranian governmental delegation stayed at the Transcorp Hilton Abuja for one night. The stays were booked and paid for
by the government of Nigeria. The hotel received revenues of approximately $5,320 from these dealings. Net profit to Hilton Worldwide Holdings Inc. (“Hilton”) from these
dealings was approximately $495. Hilton believes that the hotel stays were exempt from the Iranian Transactions and Sanctions Regulations, 31 C.F.R. Part 560, pursuant to the
International Emergency Economic Powers Act (“IEEPA”) and under 31 C.F.R. Section 560.210 (d). The Transcorp Hilton Abuja intends to continue engaging in future similar
transactions to the extent they remain permissible under applicable laws and regulations.
Travelport Worldwide Limited
After Hilton filed its Form 10­Q for the fiscal quarter ended June 30, 2015 with the Securities and Exchange Commission (the “SEC”), Travelport Worldwide Limited
(“Travelport Worldwide”) which may be considered an affiliate of The Blackstone Group L.P. (“Blackstone”), and, therefore, may be considered an affiliate of Hilton, filed the
disclosure reproduced below with respect to such period, in accordance with Section 13(r) of the Exchange Act. [As of the date Hilton filed its Form 10­Q for the quarter ended
September 30, 2015 with the SEC, neither Blackstone nor Travelport Worldwide had filed its Form 10­Q for such period. Therefore, the disclosures reproduced below do not
include information for the quarter ended September 30, 2015.] Hilton did not independently verify or participate in the preparation of any of these disclosures.
Travelport Worldwide included the following disclosure in its Quarterly Report on Form 10­Q for the fiscal quarter ended June 30, 2015:
“Trade Sanctions Disclosure
The following activities are disclosed as required by Section 13(r)(1)(D)(iii) of the Exchange Act.
As part of our global business in the travel industry, we provide certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. We also
provide certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting
transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the
exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.
The gross revenue and net profit attributable to these activities in the quarter ended June 30, 2015 were approximately $145,000 and $104,000, respectively.”
(Back To Top) Section 16: EX­99.2 (EX 99.2)
Exhibit 99.2
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
PROPERTY LIST
Property Name
1
Winchester Plaza
2
Springdale
3
Payton Park
4
Shops of Tuscaloosa
5
Glendale Galleria
6
Northmall Centre
7
Applegate Ranch Shopping Center
8
Bakersfield Plaza
9
Carmen Plaza
City
Huntsville
Mobile
Sylacauga
Tuscaloosa
Glendale
Tucson
Atwater
Bakersfield
Camarillo
State
AL
AL
AL
AL
AZ
AZ
CA
CA
CA
Metropolitan Statistical
Area
Huntsville, AL
Mobile, AL
Talladega­Sylacauga, AL
Tuscaloosa, AL
Phoenix­Mesa­Scottsdale, AZ
Tucson, AZ
Merced, CA
Bakersfield, CA
Oxnard­Thousand Oaks­Ventura, CA
Year
Built
2006
2004
1995
2005
2015
1996
2006
2014
2000
GLA
75,780
606,731
231,820
70,242
119,525
168,585
146,364
240,328
129,173
% Leased
94.6%
90.2%
99.4%
90.7%
70.1%
82.4%
96.7%
99.9%
94.4%
ABR
(,000's)
$
892
4,086
1,566
825
1,023
1,615
2,234
3,295
1,979
ABR/SF (1)
$
12.44
11.02
6.80
12.94
12.21
11.63
15.78
13.97
17.15
Grocer (2)
Publix
Sam's Club*
Walmart
Supercenter
Publix
—
Sam's Club*
SuperTarget*,
Walmart
Supercenter*
Lassens Natural
Foods & Vitamins
Trader Joe's*
Other Major Tenants
Non­
Owned
Major
Tenants
—
Belk, Best Buy, Big Lots, Burlington Stores, Marshalls,
Michaels, Staples
Burke's Outlet
—
LA Fitness, Sears Outlet
CareMore, JC Penney Home Store, Stein Mart
Marshalls, Petco
Burlington Stores, Ross Dress for Less
24 Hour Fitness, CVS, Michaels
10
Plaza Rio Vista
Cathedral
CA
Riverside­San Bernardino­Ontario, CA
2005
67,622
87.1%
1,058
17.96
Stater Bros.
—
11
Clovis Commons
Clovis
CA
Fresno, CA
2004
174,990
97.8%
3,701
21.63
—
Best Buy, Office Depot, PetSmart, T.J.Maxx
12
Cudahy Plaza
Cudahy
CA
Los Angeles­Long Beach­Anaheim,
CA
1994
147,804
100.0%
1,369
9.26
—
Big Lots, Kmart
13
University Mall
Davis
CA
Sacramento­­Roseville­­Arden­
Arcade, CA
2011
103,695
95.6%
1,966
19.84
Trader Joe's
Forever 21, World Market
14
Felicita Plaza
Escondido
CA
San Diego­Carlsbad, CA
2001
98,714
100.0%
1,441
14.60
Vons (Albertsons)
Chuze Fitness
15
Arbor ­ Broadway Faire
Fresno
CA
Fresno, CA
1995
261,344
98.3%
3,692
14.37
Smart & Final
Extra!
PetSmart, The Home Depot, United Artists Theatres
16
Lompoc Center
Lompoc
CA
Santa Maria­Santa Barbara, CA
2015
179,495
100.0%
1,957
11.76
Vons (Albertsons)
Harbor Freight Tools, Marshalls, Michaels, Staples
17
Briggsmore Plaza
Modesto
CA
Modesto, CA
1998
92,315
100.0%
1,143
13.11
Grocery Outlet
Fallas Paredes, Sears Outlet
18
Montebello Plaza
Montebello
CA
Los Angeles­Long Beach­Anaheim,
CA
2012
283,631
93.9%
4,424
16.96
Albertsons
99¢ Only, Best Buy, CVS, Ross Dress for Less
19
California Oaks Center
Murrieta
CA
Riverside­San Bernardino­Ontario, CA
2015
125,187
80.8%
1,419
14.59
Baron's Market
Dollar Tree
20
Esplanade Shopping Center
21
Pacoima Center
22
Paradise Plaza
23
Metro 580
24
Rose Pavilion
25
Puente Hills Town Center
26
San Bernardino Center
27
Ocean View Plaza
28
Mira Mesa Mall
29
San Dimas Plaza
30
Bristol Plaza
31
Oxnard
Pacoima
Paradise
Pleasanton
Pleasanton
Rowland Heights
San Bernardino
San Clemente
San Diego
San Dimas
Santa Ana
Gateway Plaza
32
Santa Paula Center
33
Vail Ranch Center
34
Country Hills Shopping Center
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
Santa Fe Springs
Santa Paula
Temecula
Torrance
Oxnard­Thousand Oaks­Ventura, CA
Los Angeles­Long Beach­Anaheim,
CA
Chico, CA
San Francisco­Oakland­Hayward, CA
San Francisco­Oakland­Hayward, CA
Los Angeles­Long Beach­Anaheim,
CA
Riverside­San Bernardino­Ontario, CA
Los Angeles­Long Beach­Anaheim,
CA
San Diego­Carlsbad, CA
Los Angeles­Long Beach­Anaheim,
CA
Los Angeles­Long Beach­Anaheim,
CA
CA
CA
CA
CA
2012
1995
1997
2015
2014
1984
2003
2015
2003
2013
2003
Los Angeles­Long Beach­Anaheim,
CA
Oxnard­Thousand Oaks­Ventura, CA
Riverside­San Bernardino­Ontario, CA
Los Angeles­Long Beach­Anaheim,
CA
356,864
202,773
198,323
176,510
300,473
258,685
143,082
169,963
408,800
164,757
111,403
2002
1995
2003
1977
100.0%
100.0%
97.5%
100.0%
94.0%
99.7%
100.0%
100.0%
97.3%
98.5%
100.0%
289,268
191,475
201,904
56,750
6,834
2,166
938
2,641
6,310
5,446
1,044
4,617
7,728
3,508
2,776
100.0%
99.5%
95.7%
100.0%
19.32
Bed Bath & Beyond, Dick's Sporting Goods, LA Fitness,
Nordstrom Rack, T.J.Maxx
Target
Walmart
Neighborhood
Market
Food 4 Less
(Kroger)
Ross Dress for Less, Target
The Home
Depot
10.68
5.99
Save Mart
Kmart
32.60
—
Kohl's, Party City, Sport Chalet
22.38
99 Ranch Market
Golfsmith, Macy's Home Store
21.12
—
Marshalls, Michaels
7.30
—
Big Lots, Target
27.16
Ralphs (Kroger),
Trader Joe's
CVS, Crunch Fitness
20.22
Vons (Albertsons)
Bed Bath & Beyond, Kohl's, Marshalls, Mira Mesa Lanes
21.62
Smart & Final
Extra!
Harbor Freight Tools, T.J.Maxx
26.73
Trader Joe's
Big Lots, Petco, Rite Aid
3,566
23.98
El Super, Walmart
Supercenter
LA Fitness, Marshalls
1,958
10.27
Vons (Albertsons)
Big Lots, Heritage Hardware
2,890
14.96
Stater Bros.
Rite Aid, Stein Mart
1,027
19.31
Ralphs (Kroger)
—
Walmart
Rite Aid
Target
35
Gateway Plaza ­ Vallejo
Vallejo
CA
Vallejo­Fairfield, CA
2015
495,239
96.7%
7,874
16.52
Costco*
Bed Bath & Beyond, Century Theatres, Marshalls, Ross
Dress for Less, Toys"R"Us
36
Arvada Plaza
Arvada
CO
Denver­Aurora­Lakewood, CO
1994
95,236
100.0%
714
7.49
King Soopers
(Kroger)
Arc
37
Arapahoe Crossings
Aurora
CO
Denver­Aurora­Lakewood, CO
2015
466,373
94.4%
6,057
13.76
King Soopers
(Kroger)
2nd & Charles, AMC Theatres, Big Lots, buybuy BABY,
Gordmans, Kohl's, Stein Mart
38
Aurora Plaza
Aurora
CO
Denver­Aurora­Lakewood, CO
1996
178,491
98.1%
1,471
8.70
King Soopers
(Kroger)
Cinema Latino, Gen­X
39
Villa Monaco
Walmart
Neighborhood
Market
Denver
CO
Denver­Aurora­Lakewood, CO
2013
122,139
90.4%
1,526
13.82
—
Target
Property Name
City
State
Metropolitan Statistical
Area
Year
Built
GLA
% Leased
ABR
(,000's)
ABR/SF (1)
Grocer (2)
Whole Foods
Market, Costco*,
SuperTarget*
2014
337,470
93.9%
4,684
14.78
—
42
Freshwater ­ Stateline Plaza
Enfield
CT
Hartford­West Hartford­East Hartford,
CT
2004
295,647
95.9%
2,445
16.66
Costco
43
The Shoppes at Fox Run
Glastonbury
CT
Hartford­West Hartford­East Hartford,
CT
2012
106,364
98.4%
2,473
23.62
Whole Foods
Market
44
Groton Square
Groton
CT
Norwich­New London, CT
1987
196,802
97.2%
2,659
13.89
45
Parkway Plaza
Hamden
CT
New Haven­Milford, CT
2006
72,353
100.0%
980
13.55
46
Killingly Plaza
Killingly
CT
Worcester, MA­CT
1990
76,960
98.7%
606
7.97
47
The Manchester Collection
48
Chamberlain Plaza
49
Milford Center
50
Turnpike Plaza
51
North Haven Crossing
52
Christmas Tree Plaza
53
Stratford Square
54
Torrington Plaza
55
Waterbury Plaza
56
Manchester
Meriden
Milford
Newington
North Haven
Orange
Stratford
Torrington
Waterbury
Waterford Commons
57
North Dover Center
58
CT
CT
CT
CT
CT
CT
CT
CT
CT
Waterford
Dover
Apopka Commons
59
Brooksville Square
60
Coastal Way ­ Coastal Landing
61
Midpoint Center
62
Hartford­West Hartford­East Hartford,
CT
New Haven­Milford, CT
New Haven­Milford, CT
Hartford­West Hartford­East Hartford,
CT
New Haven­Milford, CT
New Haven­Milford, CT
Bridgeport­Stamford­Norwalk, CT
Torrington, CT
New Haven­Milford, CT
CT
DE
Apopka
Brooksville
Brooksville
Cape Coral
Clearwater Mall
63
Coconut Creek Plaza
64
Century Plaza Shopping Center
65
Northgate Shopping Center
66
Eustis Village
67
First Street Village
68
Sun Plaza
69
Normandy Square
70
Regency Park Shopping Center
71
The Shoppes at Southside
72
Ventura Downs
73
Marketplace at Wycliffe
74
Venetian Isle Shopping Ctr
75
Marco Town Center
76
Mall at 163rd Street
77
Miami Gardens
78
Freedom Square
79
Naples Plaza
80
Park Shore Plaza
81
Chelsea Place
82
Southgate Center
2015
2004
1966
2004
2015
1996
2015
1994
2000
Norwich­New London, CT
Dover, DE
FL
FL
FL
FL
Clearwater
Coconut Creek
Deerfield Beach
DeLand
Eustis
Fort Meyers
Ft. Walton Beach
Jacksonville
Jacksonville
Jacksonville
Kissimmee
Lake Worth
Lighthouse Point
Marco Island
Miami
Miami
Naples
Naples
Naples
New Port Richey
New Port Richey
339,775
54,302
25,056
149,894
104,017
132,791
160,536
125,496
183,706
2004
2013
Orlando­Kissimmee­Sanford, FL
Tampa­St. Petersburg­Clearwater, FL
Tampa­St. Petersburg­Clearwater, FL
Cape Coral­Fort Myers, FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
91.2%
100.0%
100.0%
100.0%
88.4%
98.6%
87.9%
93.5%
91.0%
236,730
191,974
2010
2013
2008
2002
Tampa­St. Petersburg­Clearwater, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
Deltona­Daytona Beach­Ormond
Beach, FL
Orlando­Kissimmee­Sanford, FL
Cape Coral­Fort Myers, FL
Crestview­Fort Walton Beach­Destin,
FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Orlando­Kissimmee­Sanford, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
Naples­Immokalee­Marco Island, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
Naples­Immokalee­Marco Island, FL
Naples­Immokalee­Marco Island, FL
Naples­Immokalee­Marco Island, FL
Tampa­St. Petersburg­Clearwater, FL
Tampa­St. Petersburg­Clearwater, FL
4,290
629
341
2,524
1,648
1,906
2,448
1,228
2,210
98.0%
100.0%
42,507
156,361
370,898
75,386
2012
2005
2006
1993
2002
2006
2004
1996
2015
2004
2005
2015
1992
2001
2007
1996
1995
2013
2015
1992
2012
16.65
Denver­Aurora­Lakewood, CO
3,820
CO
82.2%
Westminster
279,189
Westminster City Center
2015
41
Boulder, CO
40
CO
Superior Marketplace
Superior
13.84
11.57
13.61
16.84
17.93
14.56
17.34
11.45
13.26
4,428
2,336
81.3%
96.0%
97.1%
100.0%
300,929
265,671
73,077
186,396
156,927
54,926
158,118
87,240
334,065
109,113
98,191
133,520
181,401
109,830
339,478
244,719
211,839
200,820
246,790
81,144
238,838
Petco
Super Stop & Shop
(Ahold)
Kohl's
PriceRite
(ShopRite)
—
—
Kohl's
Sam's Club*,
Walmart
Supercenter*
Price Chopper
—
—
—
—
Super Stop & Shop
(Ahold)
19.09
12.17
459
1,618
3,392
1,041
98.7%
80.1%
94.2%
97.2%
96.9%
97.3%
99.1%
63.3%
97.1%
94.2%
95.3%
94.5%
75.9%
96.3%
100.0%
100.0%
90.5%
95.1%
96.7%
Dick's Sporting Goods, Jo­Ann Fabric & Craft Stores, P.C.
Richard & Son
Xpect Discounts
90.4%
—
Other Major Tenants
Party City, T.J.Maxx, Ulta
Babies"R"Us, Barnes & Noble, Gordmans, Jo­Ann Fabric
& Craft Stores, Ross Dress for Less, Tile Shop, Ulta
100.0%
Non­
Owned
Major
Tenants
A.C. Moore, Ashley Furniture, Babies"R"Us, Bed Bath &
Beyond, Big Bob's Flooring Outlet, DSW, Edge Fitness,
Hobby Lobby, Plaza Aztec
The Home
Depot
Walmart
Walmart
Dollar Tree, Savers
—
Dick's Sporting Goods
Barnes & Noble, Dollar Tree, DSW, Five Below, Lumber
Liquidators, PetSmart
A.C. Moore, Christmas Tree Shops
LA Fitness, Marshalls
Jo­Ann Fabric & Craft Stores, Staples, T.J.Maxx
Dollar Tree, Pretty Woman
Target
—
Babies"R"Us, Dick’s Sporting Goods, DSW, Michaels,
Party City, Ulta
Best Buy
Acme (Albertsons)
Party City, Staples, T.J.Maxx, Toys"R"Us
13.29
—
Dollar Tree, Staples
10.78
Publix
Sears Outlet
16.08
—
Bed Bath & Beyond, Belk, hhgregg, Marshalls, Michaels,
Office Depot, Petco, Sears, Ulta
13.81
Publix
—
Target
6,363
22.56
Costco*,
SuperTarget*
hhgregg, Michaels, PetSmart, Ross Dress for Less
Lowe's
2,760
12.96
Publix
Bealls Outlet, Big Lots, Off the Wall Trampoline, Planet
Fitness, Rainbow
1,500
21.80
—
Broward County Library
1,268
7.00
Publix
—
1,733
11.40
Publix
Bealls Outlet
790
14.78
Publix
—
1,619
10.33
Publix
Bealls Outlet, Books­A­Million, Office Depot, T.J.Maxx
755
2,395
1,765
1,235
2,078
1,768
2,115
3,753
2,467
1,924
3,385
3,399
919
2,265
8.66
7.93
25.54
12.95
16.53
10.53
20.38
18.05
10.46
9.08
17.15
15.60
11.91
10.26
Winn­Dixie
(Southeastern
Grocers)
—
—
Publix Sabor
Walmart
Neighborhood
Market
Publix
Publix
Walmart
Supercenter*
Winn­Dixie
(Southeastern
Grocers)
Publix
Publix
The Fresh Market
Publix
Publix
Family Dollar
The Home
Depot
American Signature Furniture, Bealls Outlet, Books­A­
Million, Hard Knocks, Ollie's Bargain Outlet
Best Buy, David's Bridal
—
Walgreens
Dollar Tree, Petco, Staples, Tuesday Morning, T.J.Maxx
—
Citi Trends, Marshalls, Ross Dress for Less
Ross Dress for Less
—
Marshalls, Office Depot, PGA TOUR Superstore
Big Lots, Burlington Stores, HomeGoods, Party City, Saks
OFF Fifth
Zone Fitness Club
Bealls Outlet, Big Lots, Lumber Liquidators, Old Time
Pottery, YouFit Health Club
Property Name
83
Presidential Plaza West
84
Fashion Square
85
Colonial Marketplace
86
Conway Crossing
87
Hunter's Creek Plaza
88
Pointe Orlando
89
Martin Downs Town Center
90
Martin Downs Village Center
91
23rd Street Station
92
Panama City Square
93
Pensacola Square
94
Shopper's Haven Shopping Ctr
95
East Port Plaza
96
Shoppes of Victoria Square
97
Lake St. Charles
98
Cobblestone Village
99
Beneva Village Shoppes
City
North Lauderdale
Orange Park
Orlando
Orlando
Orlando
Orlando
Palm City
Palm City
Panama City
Panama City
Pensacola
Pompano Beach
Port St. Lucie
Port St. Lucie
Riverview
Royal Palm Beach
Sarasota
Sarasota
Satellite Beach
Seminole
St. Augustine
St. Pete Beach
St. Petersburg
State
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Metropolitan Statistical
Area
Miami­Fort Lauderdale­West Palm
Beach, FL
Jacksonville, FL
Orlando­Kissimmee­Sanford, FL
Orlando­Kissimmee­Sanford, FL
Orlando­Kissimmee­Sanford, FL
Orlando­Kissimmee­Sanford, FL
Port St. Lucie, FL
Port St. Lucie, FL
Panama City, FL
Panama City, FL
Pensacola­Ferry Pass­Brent, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
Port St. Lucie, FL
Port St. Lucie, FL
Tampa­St. Petersburg­Clearwater, FL
Miami­Fort Lauderdale­West Palm
Beach, FL
North Port­Sarasota­Bradenton, FL
North Port­Sarasota­Bradenton, FL
Palm Bay­Melbourne­Titusville, FL
Tampa­St. Petersburg­Clearwater, FL
Jacksonville, FL
Tampa­St. Petersburg­Clearwater, FL
Tampa­St. Petersburg­Clearwater, FL
Year
Built
2006
1996
2014
2002
1998
2015
1996
1987
1995
2015
1995
1998
1991
1990
1999
2005
1987
2011
2008
2015
2015
1990
2002
GLA
88,306
36,029
141,069
76,321
73,204
428,066
64,546
154,964
98,827
298,685
142,767
206,791
162,831
95,243
57,015
39,404
141,532
173,184
130,845
146,579
261,061
134,324
103,986
% Leased
78.5%
50.4%
99.1%
98.7%
93.4%
89.8%
95.7%
85.7%
91.2%
100.0%
83.2%
96.6%
82.7%
80.1%
95.4%
87.4%
88.9%
100.0%
73.0%
95.1%
92.5%
83.3%
84.2%
ABR
(,000's)
675
395
2,296
958
1,032
8,098
724
2,407
1,094
2,400
1,091
2,629
1,797
906
555
628
1,494
1,945
1,236
1,094
3,202
1,609
946
ABR/SF (1)
9.75
30.60
16.42
12.71
15.08
22.22
11.73
18.12
12.13
8.04
9.82
13.59
13.34
11.87
10.21
18.24
11.87
11.51
12.94
7.85
13.26
14.39
10.81
Grocer (2)
—
Miller's Orange Park Ale House, Ruby Tuesday, Samurai
Japanese Steakhouse
—
Burlington Stores, LA Fitness
Publix
—
—
Office Depot
—
Main Event, Regal Cinemas
Publix
—
—
Goodwill, Martin Memorial, Walgreens
Publix
—
Walmart
Supercenter
Big Lots, Harbor Freight Tools, Sports Authority,
T.J.Maxx
—
Bealls Outlet, Big Lots, Petland, Sears Home Appliance
Showroom
Winn­Dixie
(Southeastern
Grocers)
Publix
Winn­Dixie
(Southeastern
Grocers)
Winn­Dixie
(Southeastern
Grocers)
SuperTarget*
Publix
Publix
Publix
—
Publix
Publix
Publix
101
Atlantic Plaza
102
Seminole Plaza
103
Cobblestone Village
104
Dolphin Village
105
Bay Pointe Plaza
106
Rutland Plaza
107
Skyway Plaza
108
Tyrone Gardens
109
Downtown Publix
Stuart
FL
Port St. Lucie, FL
2000
151,246
58.1%
1,088
12.38
Publix
110
Sunrise Town Center
Sunrise
FL
Miami­Fort Lauderdale­West Palm
Beach, FL
1989
110,109
94.2%
1,279
12.33
Patel Brothers
111
Carrollwood Center
Tampa
FL
Tampa­St. Petersburg­Clearwater, FL
2002
90,558
98.4%
1,423
15.97
Publix
112
Ross Plaza
Tampa
FL
Tampa­St. Petersburg­Clearwater, FL
1996
90,625
99.2%
1,164
12.95
—
113
Tarpon Mall
Tarpon Springs
FL
Tampa­St. Petersburg­Clearwater, FL
2003
145,832
100.0%
2,226
15.26
Publix
114
Venice Plaza
115
Venice Shopping Center
116
Governors Town Square
117
Albany Plaza
118
Mansell Crossing
119
Perlis Plaza
120
Northeast Plaza
121
Augusta West Plaza
122
Sweetwater Village
123
Vineyards at Chateau Elan
124
Cedar Plaza
125
Conyers Plaza
St. Petersburg
St. Petersburg
Venice
Venice
Acworth
Albany
Alpharetta
Americus
Atlanta
Augusta
Austell
Braselton
Cedartown
Conyers
FL
FL
FL
FL
GA
GA
Tampa­St. Petersburg­Clearwater, FL
Tampa­St. Petersburg­Clearwater, FL
Tampa­St. Petersburg­Clearwater, FL
North Port­Sarasota­Bradenton, FL
North Port­Sarasota­Bradenton, FL
Atlanta­Sandy Springs­Roswell, GA
Albany, GA
GA
Atlanta­Sandy Springs­Roswell, GA
GA
Americus, GA
GA
Atlanta­Sandy Springs­Roswell, GA
GA
Augusta­Richmond County, GA­SC
GA
Atlanta­Sandy Springs­Roswell, GA
GA
Atlanta­Sandy Springs­Roswell, GA
GA
Cedartown, GA
GA
Atlanta­Sandy Springs­Roswell, GA
2002
2002
1998
1999
2000
2005
1995
2015
1972
2015
2006
1985
2002
1994
2001
149,562
110,799
209,337
132,345
109,801
68,658
114,169
332,364
165,315
442,201
207,823
66,197
79,047
83,300
171,374
91.7%
88.8%
85.1%
98.3%
84.7%
98.0%
75.1%
99.6%
83.5%
95.5%
69.5%
100.0%
87.7%
76.5%
97.4%
1,232
873
1,578
909
579
1,159
542
5,100
787
4,546
1,093
495
962
545
1,975
8.99
8.87
8.86
6.99
6.23
17.23
6.32
19.19
5.70
10.91
7.57
7.48
13.88
8.56
11.83
Sarasota Village
FL
Other Major Tenants
Sedano's
100
St. Petersburg
Non­
Owned
Major
Tenants
Winn­Dixie
(Southeastern
Grocers)
Winn­Dixie
(Southeastern
Grocers)**
Winn­Dixie
(Southeastern
Grocers)
Winn­Dixie
(Southeastern
Grocers)
Publix
Publix
Harveys
(Southeastern
Grocers)
—
—
City Farmers
Market
—
Food Depot
Publix
Kroger
Walmart
Supercenter*
Family Dollar
A.C. Moore, Bealls Outlet, Bed Bath & Beyond, Party
City, YouFit Health Club
Fortis Institute, Walgreens
Dollar Tree
—
Target
Hobby
Lobby
The Zoo Health Club
Harbor Freight Tools, Walgreens, YouFit Health Club
Big Lots, Crunch Fitness, HomeGoods
—
Bealls Outlet, Burlington Stores, T.J.Maxx
Bealls, Bed Bath & Beyond, Michaels, Party City, Petco
CVS, Dollar Tree
Bealls Outlet
Bealls Outlet, Big Lots
Dollar Tree
Bealls Outlet, Big Lots, Chuck E. Cheese’s
Family Dollar
Dollar Tree, LA Fitness
Rarehues
Deal$, Ross Dress for Less, Lumber Liquidators
Petco, T.J.Maxx, Ulta
Lumber Liquidators, Pet Supermarket, T.J.Maxx
Walmart
Bealls Outlet
—
Big Lots, OK Beauty & Fashions Outlet
AMC Theatres, Barnes & Noble, DSW, Macy's Furniture
Gallery, REI, Sports Authority, T.J.Maxx, Ulta
Toys"R"Us
Belk, Roses
Atlanta Ballroom Dance Club, dd's Discounts, Goodwill
Burlington Stores, Dollar Tree
Family Dollar
—
—
Jo­Ann Fabric & Craft Stores, Mattress Firm, PetSmart,
Value Village
The Home
Depot
Property Name
126
Cordele Square
127
Covington Gallery
128
Salem Road Station
129
Keith Bridge Commons
130
Northside
131
Cosby Station
132
Park Plaza
133
Dublin Village
134
Westgate
135
Venture Pointe
136
Banks Station
137
Barrett Place
138
Shops of Huntcrest
139
Mableton Walk
140
The Village at Mableton
141
North Park
142
Marshalls at Eastlake
143
New Chastain Corners
144
Pavilions at Eastlake
145
Perry Marketplace
146
Creekwood Village
147
Shops of Riverdale
148
Holcomb Bridge Crossing
149
Victory Square
150
Stockbridge Village
151
Stone Mountain Festival
152
Wilmington Island
153
Kimberly West Shopping Center
154
Haymarket Mall
155
Haymarket Square
156
Warren Plaza
157
Annex of Arlington
City
Cordele
Covington
Covington
Cumming
Dalton
Douglasville
Douglasville
Dublin
Dublin
Duluth
Fayetteville
Kennesaw
Lawrenceville
Mableton
Mableton
Macon
Marietta
Marietta
Marietta
Perry
Rex
Riverdale
Roswell
Savannah
Stockbridge
Stone Mountain
Wilmington Island
Davenport
Des Moines
Des Moines
Dubuque
Arlington Heights
158
Ridge Plaza
159
Bartonville Square
160
Festival Center
161
Southfield Plaza
162
Commons of Chicago Ridge
163
Rivercrest Shopping Center
164
The Commons of Crystal Lake
165
Elk Grove Town Center
166
Crossroads Centre
167
Frankfort Crossing Shopping Center
168
Freeport Plaza
169
Westview Center
170
The Quentin Collection
State
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
IA
IA
IA
IA
IL
Arlington Heights
Bartonville
Bradley
Bridgeview
Chicago Ridge
Crestwood
Crystal Lake
Elk Grove Village
Fairview Heights
Frankfort
Freeport
Hanover Park
Kildeer
Metropolitan Statistical
Area
Cordele, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Dalton, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Dublin, GA
Dublin, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Macon, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Warner Robins, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Savannah, GA
Atlanta­Sandy Springs­Roswell, GA
Atlanta­Sandy Springs­Roswell, GA
Savannah, GA
Davenport­Moline­Rock Island, IA­IL
Des Moines­West Des Moines, IA
Des Moines­West Des Moines, IA
Dubuque, IA
Chicago­Naperville­Elgin, IL­IN­WI
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
Year
Built
2002
1991
2000
2002
2001
1994
1986
2005
2004
2012
2006
1994
2003
1994
2015
2013
1982
2004
1996
2004
1990
1995
1988
2007
2008
2006
2015
1987
2002
2002
1993
2015
Chicago­Naperville­Elgin, IL­IN­WI
Peoria, IL
Kankakee, IL
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
St. Louis, MO­IL
Chicago­Naperville­Elgin, IL­IN­WI
Freeport, IL
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
GLA
127,953
174,857
67,270
94,886
73,931
77,811
46,494
94,920
113,138
155,172
176,451
218,818
97,040
105,884
239,013
216,795
54,976
113,079
154,224
179,973
69,778
16,808
105,420
122,739
188,135
347,091
101,462
113,713
243,680
268,205
96,339
192,904
2000
2001
2006
2006
1998
2015
2015
1998
1975
1992
2000
2015
2006
% Leased
82.6%
88.2%
94.5%
91.0%
83.8%
91.2%
79.1%
98.5%
94.0%
89.0%
84.7%
100.0%
95.6%
80.9%
81.8%
99.0%
97.8%
80.7%
89.5%
78.4%
85.9%
82.2%
94.0%
95.4%
87.6%
94.9%
92.7%
87.3%
98.0%
82.7%
93.4%
100.0%
151,643
61,678
63,796
198,331
324,977
547,531
273,060
131,794
242,198
114,534
87,846
326,422
171,530
ABR
(,000's)
665
952
722
1,125
490
770
586
703
676
1,431
1,096
2,137
1,232
1,102
869
1,356
521
905
1,701
989
501
274
976
1,702
2,496
1,711
1,068
605
1,420
1,404
728
2,902
90.5%
100.0%
76.7%
90.3%
94.8%
94.2%
86.3%
99.5%
90.3%
99.0%
100.0%
92.8%
100.0%
ABR/SF (1)
6.29
6.17
11.35
13.03
7.91
10.85
15.95
7.52
6.59
10.36
8.50
9.77
13.27
12.86
4.59
6.32
9.69
9.92
12.33
7.01
8.37
19.83
9.84
14.88
15.15
5.20
11.36
6.10
6.07
6.33
8.09
15.05
1,960
355
301
1,972
4,029
5,675
2,345
2,178
2,012
1,468
580
2,593
2,892
Grocer (2)
Harveys
(Southeastern
Grocers)
Ingles
Publix
Kroger
Food City
Publix
Kroger*
Kroger
Harveys
(Southeastern
Grocers)
—
Food Depot
—
Publix
Publix
—
Kroger
—
Kroger
Kroger
Kroger
Food Depot
Walmart
Supercenter*
—
SuperTarget*
Kroger
Walmart
Supercenter
Kroger
Hy­Vee
—
Price Chopper
Hy­Vee
Trader Joe's
14.29
6.09
6.15
11.01
23.44
14.05
9.95
16.61
9.20
12.95
6.60
8.86
16.86
Other Major Tenants
Belk, Citi Trends, Cordele Theatres
Non­
Owned
Major
Tenants
Kmart
—
Anytime Fitness
Family Dollar
—
—
—
Bealls Outlet, Big Lots
The Home
Depot
American Signature Furniture, Ollie's Bargain Outlet,
Studio Movie Grill
Cinemark, Staples
Best Buy, Michaels, OfficeMax, PetSmart, Sports
Authority, The Furniture Mall
—
—
Dollar Tree, Kmart, Ollie's Bargain Outlet
Kmart
Marshalls
—
J. Christopher's
Ace Hardware, Bealls Outlet, Goody's
—
—
PGA TOUR Superstore
Citi Trends, Dollar Tree, Frank Theatres, Staples
—
Hobby Lobby, NCG Cinemas
—
—
Burlington Stores, Hobby Lobby
Big Lots, Northern Tool + Equipment, Office Depot
Target
Binny's Beverage Depot, Chuck E. Cheese's, hhgregg,
Petco, Ulta
—
Savers, XSport Fitness
Kroger
—
—
Big Lots, Dollar General
Shop 'n Save
Hobby Lobby, Walgreens
—
Marshalls, Office Depot, The Home Depot, XSport
Fitness
Ultra Foods
AMC, Best Buy, Five Below, Party City, PetSmart, Ross
Dress for Less, T.J.Maxx
Jewel­Osco
(Albertsons)
Burlington Stores
Joe Caputo & Sons
Fruit Market
Walgreens
—
Big Lots, Hobby Lobby, T.J.Maxx
Jewel­Osco
(Albertsons)
Ace Hardware
Cub Foods
(Supervalu)
Stone's Hallmark
Tony's Finer Foods
Big Lots, LA Fitness, Sears Outlet
The Fresh Market
Best Buy, DSW, PetSmart, Stein Mart
The Home
Depot
Target
Kohl's
Hobby
Lobby
Value City
Property Name
171
Butterfield Square
172
High Point Centre
173
Long Meadow Commons
174
Westridge Court
175
Sterling Bazaar
176
Rollins Crossing
177
Twin Oaks Shopping Center
178
Parkway Pointe
179
Sangamon Center North
180
Tinley Park Plaza
181
Meridian Village
182
Columbus Center
183
Elkhart Plaza West
184
City
Libertyville
Lombard
Mundelein
Naperville
Peoria
Round Lake Beach
Silvis
Springfield
Springfield
Tinley Park
Carmel
Columbus
Elkhart
Apple Glen Crossing
185
Market Centre
186
Marwood Plaza
187
Westlane Shopping Center
188
Valley View Plaza
189
Bittersweet Plaza
190
Lincoln Plaza
191
Speedway Super Center
192
Sagamore Park Centre
193
Westchester Square
194
West Loop Shopping Center
195
Green River Plaza
196
Kmart Plaza
197
Florence Plaza ­ Florence Square
198
Highland Commons
199
Jeffersontown Commons
200
Mist Lake Plaza
201
London Marketplace
202
Eastgate Shopping Center
203
Plainview Village
204
Stony Brook I & II
205
Towne Square North
206
Lexington Road Plaza
207
Karam Shopping Center
208
Iberia Plaza
209
Lagniappe Village
210
The Pines Shopping Center
211
Points West Plaza
212
Burlington Square I, II & III
213
Chicopee Marketplace
214
Holyoke Shopping Center
215
WaterTower Plaza
216
Lunenberg Crossing
217
Lynn Marketplace
State
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IN
IN
IN
Fort Wayne
Goshen
Indianapolis
Indianapolis
Marion
Mishawaka
New Haven
Speedway
West Lafayette
Lenexa
Manhattan
Campbellsville
Elizabethtown
Florence
Glasgow
Jeffersontown
Lexington
London
Louisville
Louisville
Louisville
Owensboro
Versailles
Lafayette
New Iberia
New Iberia
Pineville
Brockton
Burlington
Chicopee
Holyoke
Leominster
Lunenburg
Lynn
Metropolitan Statistical
Area
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
Chicago­Naperville­Elgin, IL­IN­WI
Peoria, IL
Chicago­Naperville­Elgin, IL­IN­WI
Davenport­Moline­Rock Island, IA­IL
Springfield, IL
Springfield, IL
Chicago­Naperville­Elgin, IL­IN­WI
Indianapolis­Carmel­Anderson, IN
Columbus, IN
Elkhart­Goshen, IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
KS
KS
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
LA
LA
LA
LA
MA
MA
MA
MA
MA
MA
MA
Year
Built
2013
1992
1997
2015
1992
1998
1991
1994
1996
2015
1990
2005
1997
Fort Wayne, IN
Elkhart­Goshen, IN
Indianapolis­Carmel­Anderson, IN
Indianapolis­Carmel­Anderson, IN
Marion, IN
South Bend­Mishawaka, IN­MI
Fort Wayne, IN
Indianapolis­Carmel­Anderson, IN
Lafayette­West Lafayette, IN
Kansas City, MO­KS
Manhattan, KS
Campbellsville, KY
Elizabethtown­Fort Knox, KY
Cincinnati, OH­KY­IN
Glasgow, KY
Louisville/Jefferson County, KY­IN
Lexington­Fayette, KY
London, KY
Louisville/Jefferson County, KY­IN
Louisville/Jefferson County, KY­IN
Louisville/Jefferson County, KY­IN
Owensboro, KY
Lexington­Fayette, KY
Lafayette, LA
Lafayette, LA
Lafayette, LA
Alexandria, LA
Boston­Cambridge­Newton, MA­NH
Boston­Cambridge­Newton, MA­NH
Springfield, MA
Springfield, MA
Worcester, MA­CT
Worcester, MA­CT
Boston­Cambridge­Newton, MA­NH
GLA
106,755
240,096
118,470
680,553
87,359
192,849
114,342
38,737
139,907
244,060
130,769
143,050
81,651
2002
1994
1992
2015
1997
2000
1968
2015
2003
1987
2013
1989
1992
2015
1992
2005
1993
1994
2002
1997
1988
1988
2007
2015
1992
2010
1991
2015
1992
2005
2000
2000
1994
1968
% Leased
98.8%
68.2%
87.1%
97.1%
95.2%
96.3%
96.4%
85.9%
94.9%
79.5%
86.1%
98.9%
91.2%
150,164
363,883
107,080
71,602
29,974
91,798
103,938
571,967
117,550
155,518
212,261
203,239
130,466
686,488
130,466
208,374
217,292
169,032
174,947
165,467
136,916
163,161
197,668
100,238
131,731
201,360
179,039
133,432
86,290
150,959
195,795
282,591
25,515
78,092
ABR
(,000's)
1,594
1,816
1,541
8,094
786
1,987
717
585
1,265
2,352
930
1,514
587
96.5%
98.4%
76.1%
100.0%
83.0%
90.4%
60.7%
81.3%
89.3%
87.4%
94.8%
99.0%
100.0%
97.4%
100.0%
85.4%
96.5%
100.0%
100.0%
85.6%
92.8%
100.0%
98.6%
83.8%
99.0%
98.5%
97.8%
98.5%
93.9%
100.0%
98.5%
89.7%
29.4%
100.0%
ABR/SF (1)
15.12
11.09
15.82
12.26
10.02
17.58
6.51
17.57
9.54
12.13
8.25
10.70
7.89
1,940
2,351
697
657
338
736
528
4,081
1,069
1,161
1,729
1,391
880
6,840
776
1,588
1,508
1,122
1,827
1,395
1,709
1,246
1,432
277
788
1,555
1,082
1,072
1,909
2,589
1,596
3,648
176
1,135
Grocer (2)
Sunset Foods
Ultra Foods
Dominick's**
—
Other Major Tenants
Non­
Owned
Major
Tenants
—
Jo­Ann Fabric & Craft Stores, Office Depot
—
Art Van Furniture, Big Lots, buybuy BABY, Gordmans,
hhgregg, Marshalls, Old Navy, Savers, Star Cinema Grill,
Ulta
Kroger
—
—
LA Fitness, Regal Cinemas
Hy­Vee
Eye Surgeons Associates
ALDI*
dressbarn, Family Christian Stores, Shoe Carnival
Schnucks
U.S. Post Office
Walt's Fine Foods
Planet Fitness, Tile Shop
—
Dollar Tree, Godby Home Furnishings, Ollie's Bargain
Outlet
—
Big Lots, MC Sports, OfficeMax, T.J.Maxx
Martin's Super
Market
CVS
16.83
Walmart
Supercenter*
Best Buy, Dick's Sporting Goods, PetSmart
9.45
Sam's Club
Walmart
8.56
Kroger
—
9.17
Save­A­Lot
Citi Trends
13.57
Walmart
Supercenter*
Aaron's
8.87
Martin's Super
Market
—
8.36
Kroger
—
8.83
Kroger
Kohl's, Oak Street Health Center, Petco, Sears Outlet,
T.J.Maxx
10.19
Pay Less (Kroger)
—
8.54
Hy­Vee
—
13.93
Dillons (Kroger)
Bellus Academy, Jo­Ann Fabric & Craft Stores, Marshalls
6.91
Kroger
Burke's Outlet, Goody’s, JC Penney, Jo­Ann Fabric &
Craft Stores, Tractor Supply Co.
6.75
—
Kmart, Staples
12.88
Kroger
Barnes & Noble, Burlington Stores, Hobby Lobby, Old
Navy, Ollie's Bargain Outlet, Staples, T.J.Maxx
5.94
Food Lion
Kmart
9.46
—
King Pin Lanes, Louisville Athletic Club
7.19
—
Gabriel Brothers, Walmart
6.64
Kroger
Goody's, Kmart
10.44
Kroger
—
10.46
Kroger
—
13.45
Kroger
—
7.64
—
Books­A­Million, Hobby Lobby, Office Depot
7.35
Kroger
Kmart
3.29
Super 1 Foods
dd's Discounts (Ross)
6.05
Super 1 Foods
—
7.84
—
Big Lots, Citi Trends, Stage, T.J.Maxx
6.18
Super 1 Foods
Kmart
8.16
PriceRite
(ShopRite)
Citi Trends, L&M Bargain, Ocean State Job Lot
23.57
—
Golf Galaxy, Pyara Aveda Spa & Salon, Staples
17.76
Walmart
Supercenter*
Marshalls, Party City, Staples
11.88
Super Stop & Shop
(Ahold)
Jo­Ann Fabric & Craft Stores, Ocean State Job Lot
14.39
Shaw's
(Albertsons)
Barnes & Noble, Michaels, Petco, Staples, T.J.Maxx
23.49
Hannaford Bros.
(Delhaize)*
—
14.53
Shaw's
(Albertsons)
Rainbow
Target,
Walmart
Target
Kohl's
Walmart
Property Name
City
Marshfield
Pittsfield
Westfield
Worcester
California
College Park
Prince Frederick
Randallstown
Rising Sun
Portland
Ann Arbor
Brighton
Farmington
Fenton
State
Fox Run
225
Liberty Plaza
226
Rising Sun Towne Centre
227
Pine Tree Shopping Center
228
Maple Village
229
Grand Crossing
230
Farmington Crossroads
231
Silver Pointe Shopping Center
232
Cascade East
233
Delta Center
Lansing
MI
Lansing­East Lansing, MI
2015
186,246
96.1%
1,493
8.34
—
234
Lakes Crossing
Muskegon
MI
Muskegon, MI
2011
110,997
81.9%
1,266
15.28
—
235
Redford Plaza
Redford
MI
Detroit­Warren­Dearborn, MI
1992
276,175
95.3%
2,382
9.05
Kroger
236
Hampton Village Centre
Rochester Hills
MI
Detroit­Warren­Dearborn, MI
2004
454,377
96.3%
5,966
18.05
237
Fashion Corners
Saginaw
MI
Saginaw, MI
2004
184,735
100.0%
1,784
9.66
238
Green Acres
Saginaw
MI
Saginaw, MI
2011
281,646
66.4%
1,327
13.23
239
Hall Road Crossing
Shelby Township
MI
Detroit­Warren­Dearborn, MI
1999
175,503
100.0%
2,398
13.67
240
Southfield Plaza
Southfield
MI
Detroit­Warren­Dearborn, MI
2015
101,724
100.0%
1,118
10.99
241
18 Ryan
Sterling Heights
MI
Detroit­Warren­Dearborn, MI
1997
101,709
98.8%
1,421
14.14
242
Delco Plaza
Sterling Heights
MI
Detroit­Warren­Dearborn, MI
1996
154,853
100.0%
950
6.14
243
Grand Traverse Crossing
Traverse City
MI
Traverse City, MI
1996
412,755
97.6%
2,706
27.35
244
West Ridge
245
Roundtree Place
246
Washtenaw Fountain Plaza
247
Southport Centre I ­ VI
248
Austin Town Center
249
Burning Tree Plaza
250
Elk Park Center
251
Westwind Plaza
252
Richfield Hub
253
Roseville Center
254
Marketplace @ 42
255
Sun Ray Shopping Center
256
White Bear Hills Shopping Center
257
Ellisville Square
258
Clocktower Place
259
Hub Shopping Center
260
Watts Mill Plaza
261
Liberty Corners
Duluth
Elk River
Minnetonka
Richfield
Roseville
Savage
St. Paul
White Bear Lake
Ellisville
Florissant
Independence
Kansas City
Liberty
MI
MI
MI
MI
MI
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MO
MO
MO
MO
MO
Detroit­Warren­Dearborn, MI
Detroit­Warren­Dearborn, MI
Flint, MI
Grand Rapids­Wyoming, MI
Detroit­Warren­Dearborn, MI
Ann Arbor, MI
Ann Arbor, MI
Minneapolis­St. Paul­Bloomington,
MN­WI
Austin, MN
Duluth, MN­WI
Minneapolis­St. Paul­Bloomington,
MN­WI
Minneapolis­St. Paul­Bloomington,
MN­WI
Minneapolis­St. Paul­Bloomington,
MN­WI
Minneapolis­St. Paul­Bloomington,
MN­WI
Minneapolis­St. Paul­Bloomington,
MN­WI
Minneapolis­St. Paul­Bloomington,
MN­WI
Minneapolis­St. Paul­Bloomington,
MN­WI
St. Louis, MO­IL
St. Louis, MO­IL
Kansas City, MO­KS
Kansas City, MO­KS
Kansas City, MO­KS
1958
2000
2005
2013
1996
1983
2015
1992
2005
1985
1999
1987
1999
2007
2015
2000
2015
2013
1996
2015
2015
1995
1997
1987
218,862
146,852
287,513
293,525
85,389
87,391
160,943
99,529
162,817
246,620
123,390
124,937
108,486
182,969
204,992
87,942
213,595
69,537
117,873
291,011
73,095
137,006
207,317
160,423
161,717
124,808
100.0%
100.0%
100.0%
100.0%
91.8%
100.0%
100.0%
93.6%
83.8%
84.4%
62.6%
97.1%
95.5%
99.0%
73.7%
99.3%
91.0%
96.1%
93.0%
74.8%
91.0%
93.2%
98.4%
76.1%
89.3%
95.5%
97.8%
86.9%
1,858
1,688
710
3,063
2,660
1,794
1,917
2,701
894
789
1,709
670
889
1,133
826
2,046
461
2,031
1,932
1,378
2,333
747
1,510
2,471
696
1,430
1,413
838
1,453
905
20.11
11.88
21.80
18.28
27.83
10.46
12.15
12.50
20.08
9.20
10.47
9.64
12.67
Grocer (2)
224
MI
Ann Arbor, MI
2013
292,849
100.0%
1,182
12.31
Campus Village Shoppes
MI
Portland­South Portland, ME
2012
25,529
74.7%
3,913
ABR/SF (1)
223
Austin
MI
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
1997
92,335
98.7%
2,220
South Plaza Shopping Center
ME
Baltimore­Columbia­Towson, MD
1986
204,038
100.0%
ABR
(,000's)
222
Apple Valley
MD
Washington­Arlington­Alexandria,
DC­VA­MD­WV
2005
103,903
98.7%
Perkins Farm Marketplace
MD
Washington­Arlington­Alexandria,
DC­VA­MD­WV
2015
442,354
% Leased
221
Ypsilanti
MD
California­Lexington Park, MD
1996
182,734
Westgate Plaza
Ypsilanti
MD
Worcester, MA­CT
1994
GLA
220
MD
Springfield, MA
2005
Berkshire Crossing
MA
Pittsfield, MA
Year
Built
219
Westland
MA
Boston­Cambridge­Newton, MA­NH
218
MA
Metropolitan Statistical
Area
Webster Square Shopping Center
Grand Rapids
MA
7.98
8.73
13.04
7.01
16.54
7.09
11.17
10.35
16.31
11.75
14.46
14.07
12.02
9.68
13.71
7.77
5.83
9.19
8.34
Star Market
Market 32
—
Super Stop & Shop
(Ahold)
—
—
Giant Food (Ahold)
Walmart
Supercenter
Martin's Food
(Ahold)
—
Plum Market
VG's Food
(SpartanNash)
—
VG's Food
(SpartanNash)
D&W Fresh
Market
(SpartanNash)
Other Major Tenants
Non­
Owned
Major
Tenants
Marshalls
Barnes & Noble, Michaels, Staples, The Home Depot,
Ulta, Walmart
Ocean State Job Lot, Staples, T.J.Maxx
Citi Trends, Fallas
Best Buy, Old Navy, Petco, Ross Dress for Less
—
Jo­Ann Fabric & Craft Stores, Kmart, Peebles
Marshalls
—
Big Lots, Dollar Tree, Jo­Ann Fabric & Craft Stores,
Lowe's
Dunham's Sports
ACE Hardware
Dollar Tree, Ollie's Bargain Outlet, True Value
Dunham's Sports, Glik's
—
Bed Bath & Beyond, DXL Destination XL, Hobby Lobby,
Planet Fitness
Jo­Ann Fabric & Craft Stores, Party City, Shoe Carnival,
Ulta
Ace Hardware, Burlington Stores, CW Price, Dollar Tree
—
Best Buy, DSW, Emagine Theatre, Kohl's, Old Navy,
T.J.Maxx, Ulta
—
Bed Bath & Beyond, Best Buy, Dunham's Sports, Guitar
Center, Harbor Freight Tools
Kroger
Planet Fitness, Rite Aid
—
Gander Mountain, Michaels, Old Navy, T.J.Maxx, Ulta
—
Party City, Planet Fitness
VG's Food
(SpartanNash)
O'Reilly Auto Parts, Planet Fitness
—
Babies"R"Us, Bed Bath & Beyond, Dunham's Mega Sports
Walmart
Supercenter
Books­A­Million, PetSmart, Staples, The Home Depot,
Toys"R"Us, Ulta
—
Walmart
Supercenter
Save­A­Lot
SuperTarget*
ALDI
—
Cub Foods (Jerry's
Foods)
Cub Foods
(Supervalu)*
Rainbow Foods
(Jerry's Foods)
Cub Foods
(Supervalu)*
Fresh Thyme
Farmers Market
Cub Foods
(Supervalu)
Festival Foods
—
ALDI
Price Chopper
Price Chopper
Price Chopper
Bed Bath & Beyond, Party City, Petco
Kohl's
Target
Burlington
Stores
Burlington
Stores,
Target
Harbor Freight Tools, Ollie's Bargain Outlet
Dollar Tree, Dunham's Sports, Planet Fitness
Best Buy, Dollar Tree, Walgreens
Jo­Ann Fabric & Craft Stores
Best Buy, Dunham's Sports, T.J.Maxx
OfficeMax
—
FLEX Academy, Marshalls, Michaels
Dollar Tree, Hancock Fabrics
—
T.J.Maxx, Valu Thrift Store
Dollar Tree
Michaels, Party City, The Sports Authority
Florissant Furniture & Rug Gallery, K&G Fashion
Superstore, Ross Dress for Less
—
Ace Hardware
—
Target
Property Name
City
Maplewood
Clinton
Jackson
Jackson
Cary
State
270
Garner Towne Square
271
Franklin Square
272
Wendover Place
273
University Commons
Greenville
NC
Greenville, NC
2014
233,153
96.8%
2,947
13.06
Harris Teeter
(Kroger)
A.C. Moore, Barnes & Noble, Petco, T.J.Maxx
274
Valley Crossing
Hickory
NC
Hickory­Lenoir­Morganton, NC
2014
191,431
100.0%
1,720
8.98
—
Academy Sports + Outdoors, Dollar Tree, Fallas Paredes,
Harbor Freight Tools, Ollie's Bargain Outlet
275
Kinston Pointe
Kinston
NC
Kinston, NC
2001
250,580
98.5%
875
3.54
Walmart
Supercenter
Dollar Tree
276
Magnolia Plaza
Morganton
NC
Hickory­Lenoir­Morganton, NC
1990
104,539
36.9%
188
4.89
Ingles
—
277
Roxboro Square
Roxboro
NC
Durham­Chapel Hill, NC
2005
97,226
96.4%
1,348
14.38
—
Person County Health & Human Services
278
Innes Street Market
Salisbury
NC
Charlotte­Concord­Gastonia, NC­SC
2002
349,425
99.1%
3,803
10.99
Food Lion
Lowe's, Marshalls, Old Navy, PetSmart, Staples,
Tinseltown
279
Salisbury Marketplace
Salisbury
NC
Charlotte­Concord­Gastonia, NC­SC
1987
79,732
72.7%
624
10.76
Food Lion
Family Dollar
280
Crossroads
Statesville
NC
Charlotte­Concord­Gastonia, NC­SC
1997
340,189
98.3%
2,049
6.12
Walmart
Supercenter
Big Lots, Burkes Outlet, Tractor Supply
281
Anson Station
Wadesboro
NC
—
1988
132,353
67.6%
564
6.31
Food Lion
Peebles, Tractor Supply Co.
282
New Centre Market
Wilmington
NC
Wilmington, NC
1998
143,762
76.6%
1,586
14.92
—
OfficeMax, PetSmart
283
University Commons
Wilmington
NC
Wilmington, NC
2007
235,345
97.9%
3,344
14.51
Lowes Foods
A.C. Moore, HomeGoods, T.J.Maxx
284
Whitaker Square
Winston Salem
NC
Winston­Salem, NC
1996
82,760
98.3%
1,093
13.44
Harris Teeter
(Kroger)
Rugged Wearhouse
285
Parkway Plaza
Winston­Salem
NC
Winston­Salem, NC
2005
283,830
89.6%
2,885
11.94
Super Compare
Foods
Big Lots, Citi Trends, Office Depot
286
Stratford Commons
Winston­Salem
NC
Winston­Salem, NC
1995
72,308
94.8%
959
13.98
—
Golf Galaxy, Mattress Firm, OfficeMax
287
Bedford Grove
Bedford
NH
Manchester­Nashua, NH
1989
216,941
96.8%
1,983
21.83
Hannaford Bros.
(Delhaize)
Walmart
288
Capitol Shopping Center
Concord
NH
Concord, NH
2001
182,887
100.0%
2,012
11.26
DeMoulas
Supermarkets
Burlington Stores, Jo­Ann Fabric & Craft Stores,
Marshalls
289
Willow Springs Plaza
Nashua
NH
Manchester­Nashua, NH
2015
131,248
100.0%
2,299
19.10
—
JC Penney, New Hampshire Liquor and Wine Outlet,
Petco
290
Seacoast Shopping Center
Seabrook
NH
Boston­Cambridge­Newton, MA­NH
1991
91,690
27.3%
173
17.34
—
Jo­Ann Fabric & Craft Stores
291
Tri­City Plaza
Somersworth
NH
Boston­Cambridge­Newton, MA­NH
1990
147,564
99.8%
1,384
9.40
DeMoulas
Supermarkets
T.J.Maxx
292
Laurel Square
Brick
NJ
New York­Newark­Jersey City, NY­
NJ­PA
2015
246,235
90.2%
1,561
7.46
A&P**
Kmart, Planet Fitness
293
the Shoppes at Cinnaminson
Cinnaminson
NJ
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
2010
296,109
95.5%
4,106
21.57
ShopRite
Burlington Stores, Ross Dress For Less
294
Acme Clark
Clark
NJ
New York­Newark­Jersey City, NY­
NJ­PA
2007
52,812
100.0%
1,357
25.70
Acme (Albertsons)
—
295
Collegetown Shopping Center
Glassboro
NJ
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
2015
250,408
97.5%
2,193
8.98
—
Kmart, LA Fitness, Staples
296
Hamilton Plaza­Kmart Plaza
Hamilton
NJ
Trenton, NJ
2015
148,919
98.0%
1,073
7.35
—
Hibachi Grill & Supreme Buffet, Kmart, Planet Fitness
297
Bennetts Mills Plaza
Jackson
NJ
New York­Newark­Jersey City, NY­
NJ­PA
2002
127,230
87.8%
1,463
32.82
Super Stop & Shop
(Ahold)
—
298
Lakewood Plaza
Lakewood
NJ
New York­Newark­Jersey City, NY­
NJ­PA
1966
202,210
100.0%
3,023
15.04
Gourmet Glatt
Express
Dollar Tree
299
Marlton Crossing
Marlton
NJ
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
2013
332,664
96.5%
5,176
16.13
—
Burlington Stores, DSW, HomeGoods, Michaels,
T.J.Maxx
300
Middletown Plaza
Middletown
NJ
New York­Newark­Jersey City, NY­
NJ­PA
2001
197,066
100.0%
3,867
19.89
ShopRite
Petco, Rite Aid
301
Larchmont Centre
Mount Laurel
NJ
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
1985
103,787
92.3%
1,218
12.72
ShopRite
—
302
Old Bridge Gateway
Old Bridge
NJ
New York­Newark­Jersey City, NY­
NJ­PA
1995
242,991
91.3%
3,883
17.51
Bhavani Food
Market
Marshalls, Modell's Sporting Goods, Pep Boys, Petco,
Robert Wood Johnson Fitness
303
Morris Hills Shopping Center
Parsippany
NJ
New York­Newark­Jersey City, NY­
NJ­PA
1994
159,561
97.6%
2,967
19.06
—
Blink Fitness (Equinox), Clearview Cinema Group,
HomeGoods, Marshalls
304
Rio Grande Plaza
Rio Grande
NJ
Ocean City, NJ
1997
141,330
90.2%
1,530
12.00
ShopRite*
JC Penney, Peebles, PetSmart
Garner
Gastonia
Greensboro
NC
NC
NC
NC
—
Raleigh, NC
Charlotte­Concord­Gastonia, NC­SC
Greensboro­High Point, NC
2001
1997
2015
2000
348,604
92,787
184,347
317,705
406,768
82.6%
84.4%
90.7%
90.8%
100.0%
1,610
427
2,041
3,261
4,901
13.65
12.49
8.83
5.45
12.21
12.64
14.09
—
Kroger*
—
Macon Plaza
2015
3,064
7.69
Kroger
Other Major Tenants
269
1,425
11.08
Shop 'n Save
(Supervalu)
The Commons at Chancellor Park
90.1%
549
10.28
Grocer (2)
268
Charlotte­Concord­Gastonia, NC­SC
100.0%
2,223
6.85
McMullen Creek Market
272,243
100.0%
1,120
ABR/SF (1)
267
106,680
90.7%
449
Devonshire Place
2015
73,041
100.0%
ABR
(,000's)
266
NC
2012
221,127
91.5%
Jacksonian Plaza
Charlotte­Concord­Gastonia, NC­SC
1990
112,148
% Leased
265
Raleigh, NC
2015
71,590
County Line Plaza
NC
Jackson, MS
1990
GLA
264
Franklin
NC
Jackson, MS
1998
Clinton Crossing
MS
Jackson, MS
Year
Built
263
Charlotte
MS
St. Louis, MO­IL
262
MS
Metropolitan Statistical
Area
Maplewood Square
Charlotte
MO
Non­
Owned
Major
Tenants
Walmart
Neighborhood
Market
—
BI­LO
(Southeastern
Grocers)
Kroger
Walmart
Supercenter*
—
—
—
Burke's Outlet, Burlington Stores, Conn's, Kirkland's,
Tuesday Morning
Books­A­Million, Goodwill Select, Office Depot
Dollar Tree, Golf Galaxy, REI
Burlington Stores, Dollar Tree, Rugged Wearhouse, Staples
Big Lots, Gabe's, The Home Depot, Value City Furniture
Peebles
OfficeMax, PetSmart
Bed Bath & Beyond, Best Buy, Dollar Tree, Michaels,
Ross Dress for Less
Babies"R"Us, Christmas Tree Shops, Dick's Sporting
Goods, Kohl's, Old Navy, PetSmart
Target, The
Home
Depot
Ross Dress
for Less,
Target
Target
Target
The Home
Depot
Property Name
305
Ocean Heights Plaza
306
ShopRite Supermarket
307
Tinton Falls Plaza
308
Cross Keys Commons
309
Dover Park Plaza
310
St Francis Plaza
311
Smith's
312
Galleria Commons
313
Montecito Marketplace
314
Renaissance Center East
315
Parkway Plaza
316
Erie Canal Centre
317
Unity Plaza
318
Suffolk Plaza
319
Three Village Shopping Center
320
Stewart Plaza
321
Genesee Valley Shopping Center
322
McKinley Plaza
323
Dalewood I, II & III Shopping Center
324
Hornell Plaza
325
Cayuga Mall
326
Kings Park Plaza
327
Village Square Shopping Center
328
Falcaro's Plaza
329
Shops at Seneca Mall
330
Mamaroneck Centre
331
Sunshine Square
332
Wallkill Plaza
333
Monroe ShopRite Plaza
334
Rockland Plaza
335
North Ridge Shopping Center
336
Nesconset Shopping Center
337
Port Washington
338
Roanoke Plaza
339
Rockville Centre
340
Mohawk Acres Plaza
341
College Plaza
342
Campus Plaza
343
Parkway Plaza
344
Shoppes at Vestal
345
Town Square Mall
346
The Plaza at Salmon Run
347
Highridge Plaza
348
Brunswick Town Center
City
Somers Point
Springfield
Tinton Falls
Turnersville
Yardville
Santa Fe
Socorro
Henderson
Las Vegas
Las Vegas
Carle Place
Dewitt
East Fishkill
East Setauket
East Setauket
Garden City
Geneseo
Hamburg
Hartsdale
Hornell
Ithaca
Kings Park
Larchmont
Lawrence
Liverpool
Mamaroneck
Medford
Middletown
Monroe
Nanuet
New Rochelle
Port Jefferson Station
Port Washington
Riverhead
Rockville Centre
Rome
Selden
Vestal
Vestal
Vestal
Vestal
Watertown
Yonkers
Brunswick
State
NJ
NJ
NJ
NJ
NJ
NM
NM
NV
NV
NV
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
OH
Metropolitan Statistical
Area
Atlantic City­Hammonton, NJ
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Trenton, NJ
Santa Fe, NM
—
Las Vegas­Henderson­Paradise, NV
Las Vegas­Henderson­Paradise, NV
Las Vegas­Henderson­Paradise, NV
New York­Newark­Jersey City, NY­
NJ­PA
Syracuse, NY
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
Rochester, NY
Buffalo­Cheektowaga­Niagara Falls,
NY
New York­Newark­Jersey City, NY­
NJ­PA
Corning, NY
Ithaca, NY
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
Syracuse, NY
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
New York­Newark­Jersey City, NY­
NJ­PA
Utica­Rome, NY
New York­Newark­Jersey City, NY­
NJ­PA
Binghamton, NY
Binghamton, NY
Binghamton, NY
Binghamton, NY
Watertown­Fort Drum, NY
New York­Newark­Jersey City, NY­
NJ­PA
Cleveland­Elyria, OH
Year
Built
2006
1965
2006
1996
2005
1993
1976
2015
2006
2012
1993
2015
2005
1998
1991
1990
2007
1991
2012
2005
2013
1985
1981
1972
2005
1976
2007
2012
1985
2006
1971
2012
1968
2002
1975
2005
2015
2003
2012
2000
2012
1993
2015
2004
GLA
179,199
32,209
98,410
216,623
56,751
35,800
48,000
278,411
190,434
144,216
89,704
115,500
67,462
84,480
77,458
193,622
191,314
95,544
191,441
253,335
204,830
71,942
17,000
61,118
230,924
24,978
223,322
209,960
122,007
251,537
31,870
122,996
19,600
99,131
44,131
156,680
180,182
160,744
204,954
92,328
293,181
68,761
88,501
138,407
% Leased
97.9%
100.0%
83.1%
90.0%
84.9%
100.0%
100.0%
100.0%
100.0%
75.8%
100.0%
65.4%
90.5%
27.8%
94.7%
90.2%
90.9%
97.1%
98.1%
100.0%
100.0%
100.0%
100.0%
98.1%
66.7%
0.0%
88.4%
86.7%
100.0%
96.3%
100.0%
95.1%
100.0%
100.0%
94.3%
88.7%
97.8%
96.8%
100.0%
100.0%
99.4%
100.0%
94.0%
96.3%
ABR
(,000's)
3,226
389
1,368
3,203
760
461
506
3,191
3,799
1,284
2,514
981
1,319
748
1,849
2,852
1,654
1,354
6,135
2,086
1,811
1,742
586
1,276
695
—
2,737
1,864
1,879
6,397
1,189
2,389
112
1,774
1,087
1,421
2,891
1,703
2,125
1,398
4,652
690
2,216
1,862
ABR/SF (1)
18.39
12.09
16.72
16.43
15.78
12.87
10.54
11.60
19.95
11.74
28.03
13.00
21.61
31.84
25.21
16.32
9.81
14.98
33.39
8.23
8.84
24.22
34.45
21.29
4.51
—
20.70
10.59
15.40
26.42
37.32
20.43
5.69
17.90
26.12
20.62
16.84
10.94
10.37
15.14
15.97
10.03
26.64
44.44
Grocer (2)
ShopRite
ShopRite
Acme (Albertsons)
Walmart
Supercenter*
—
Whole Foods
Market
Smith's (Kroger)
—
Smith's (Kroger)
—
—
—
Acme (Albertsons)
BJ's Wholesale*,
Walmart
Supercenter*
King Kullen**
—
Wegmans
Wegmans*
H­Mart, Best
Market
Wegmans
—
Key Food
Marketplace
Trader Joe's
—
—
—
Super Stop & Shop
(Ahold)
—
ShopRite
A Matter of Health
—
—
North Shore Farms
Best Yet Market
—
Price Chopper
ShopRite
—
PriceRite
(ShopRite)
—
Sam's Club*,
Walmart
Supercenter*
Hannaford Bros.
(Delhaize)
H­Mart
Giant Eagle
Other Major Tenants
Non­
Owned
Major
Tenants
Pier 1 Imports, Staples
—
Dollar Tree, WOW! Fitness
Marshalls, Party City, Ross Dress for Less, Staples
CVS, Dollar Tree
Walgreens
—
Babies"R"Us, Burlington Stores, Kirkland’s, Stein Mart,
T.J.Maxx, Tuesday Morning
T.J.Maxx
Savers
Minado, Stew Leonard's Wines, T.J.Maxx
Dick's Sporting Goods, OfficeMax
—
—
Kohl's
Ace Hardware
Burlington Stores, K&G Fashion Superstore
Peebles, Tractor Supply Co.
A.C. Moore, T.J.Maxx
Christmas Tree Shops, Rite Aid, T.J.Maxx
Walmart
Jo­Ann Fabric & Craft Stores, Party City, Rite Aid, True
Value
T.J.Maxx
—
Advance Auto Parts
Big Lots, Kmart
—
Planet Fitness
Ashley Furniture, Big Lots, Hobby Lobby
Retro Fitness, Rite Aid, U.S. Post Office
Barnes & Noble, Lemon Pop, Marshalls, Modell's Sporting
Goods, Petco
Harmon Discount
Dollar Tree, HomeGoods
—
CVS, T.J.Maxx
HomeGoods, Rite Aid
—
A.C. Moore, Blink Fitness (Equinox), Bob's Stores
Olum's Furniture & Appliances, Rite Aid, Staples
Bed Bath & Beyond, Kohl's, PetSmart
HomeGoods, Michaels, Old Navy
A.C. Moore, Barnes & Noble, Dick's Sporting Goods,
DSW, Lowes Cinemas, T.J.Maxx, Ulta
Raymour &
Flanigan
Target
Lowes, Pier 1 Imports
—
—
The Home
Depot
Property Name
349
30th Street Plaza
350
Brentwood Plaza
351
Delhi Shopping Center
352
Harpers Station
353
Western Hills Plaza
354
Western Village
355
Crown Point
356
Greentree Shopping Center
357
Brandt Pike Place
358
South Towne Centre
359
The Vineyards
360
Midway Market Square
361
Southland Shopping Center
362
Tops Plaza
363
Tops Plaza
364
Surrey Square Mall
365
Market Place
366
Brice Park
367
Streetsboro Crossing
368
Miracle Mile Shopping Plaza
369
Southland Shopping Plaza
370
Wadsworth Crossings
371
Northgate Plaza
372
Marketplace
373
Village West
374
Park Hills Plaza
375
Bensalem Square
376
Bethel Park Shopping Center
377
Bethlehem Square
378
Lehigh Shopping Center
379
Bristol Park
380
Chalfont Village Shopping Center
381
New Britain Village Square
382
Collegeville Shopping Center
383
Whitemarsh Shopping Center
384
Valley Fair
385
Dickson City Crossings
386
Dillsburg Shopping Center
387
Barn Plaza
388
Pilgrim Gardens
389
Gilbertsville Shopping Center
390
Mount Carmel Plaza
391
Kline Plaza
City
Canton
Cincinnati
Cincinnati
Cincinnati
Cincinnati
Cincinnati
Columbus
Columbus
Dayton
Dayton
Eastlake
Elyria
Middleburg Heights
North Olmsted
North Ridgeville
Norwood
Piqua
Reynoldsburg
Streetsboro
Toledo
Toledo
Wadsworth
Westerville
Tulsa
Allentown
Altoona
Bensalem
Bethel Park
Bethlehem
Bethlehem
Bristol
Chalfont
Chalfont
Collegeville
Conshohocken
Devon
Dickson City
Dillsburg
Doylestown
Drexel Hill
Gilbertsville
Glenside
Harrisburg
State
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OK
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
Metropolitan Statistical
Area
Canton­Massillon, OH
Cincinnati, OH­KY­IN
Cincinnati, OH­KY­IN
Cincinnati, OH­KY­IN
Cincinnati, OH­KY­IN
Cincinnati, OH­KY­IN
Columbus, OH
Columbus, OH
Dayton, OH
Dayton, OH
Cleveland­Elyria, OH
Cleveland­Elyria, OH
Cleveland­Elyria, OH
Cleveland­Elyria, OH
Cleveland­Elyria, OH
Cincinnati, OH­KY­IN
Dayton, OH
Columbus, OH
Akron, OH
Toledo, OH
Toledo, OH
Cleveland­Elyria, OH
Columbus, OH
Tulsa, OK
Allentown­Bethlehem­Easton, PA­NJ
Altoona, PA
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Pittsburgh, PA
Allentown­Bethlehem­Easton, PA­NJ
Allentown­Bethlehem­Easton, PA­NJ
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Scranton­­Wilkes­Barre­­Hazleton,
PA
York­Hanover, PA
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Harrisburg­Carlisle, PA
Year
Built
1999
2004
2012
2015
2011
2005
2015
2005
2008
2013
1989
2014
2013
2002
2002
2010
2012
1989
2002
1955
1988
2005
2008
1992
1999
1985
1986
2015
1994
2013
2013
1989
1989
2004
2002
2001
1997
2014
2002
2014
2002
1975
1952
GLA
157,055
225,774
164,750
248,571
314,754
115,116
144,931
130,773
17,900
331,838
144,820
224,329
695,719
70,003
57,857
173,242
182,824
158,565
89,436
318,174
290,892
115,066
15,219
186,851
140,474
278,586
70,378
199,079
389,450
378,358
283,153
46,051
143,716
110,696
67,476
105,086
302,929
153,088
237,681
75,223
85,576
14,504
214,628
% Leased
83.5%
84.7%
96.1%
99.5%
99.1%
100.0%
95.9%
84.8%
100.0%
98.6%
90.2%
88.8%
96.2%
98.2%
100.0%
95.5%
93.0%
82.6%
100.0%
66.3%
84.1%
94.0%
100.0%
100.0%
97.8%
96.4%
100.0%
100.0%
100.0%
97.3%
98.0%
82.4%
95.4%
51.1%
100.0%
100.0%
100.0%
100.0%
100.0%
97.1%
96.4%
94.1%
89.0%
ABR
(,000's)
1,438
2,090
1,358
3,448
3,797
1,132
1,360
1,114
167
4,165
738
2,024
6,666
1,036
843
2,059
683
1,144
697
1,328
1,500
1,790
246
1,765
2,499
2,276
775
1,910
3,847
3,377
2,412
454
2,373
839
1,410
1,080
3,190
1,977
3,350
1,170
779
183
1,779
ABR/SF (1)
10.97
18.28
8.58
13.94
12.51
29.42
10.00
10.83
9.33
13.65
5.65
10.16
9.98
15.07
14.58
25.38
7.12
9.58
7.80
12.67
6.13
16.55
16.16
9.45
34.60
8.47
11.02
10.63
14.88
11.50
8.69
11.98
17.30
14.82
20.90
10.27
16.02
13.16
14.10
16.02
9.45
13.40
9.32
Grocer (2)
Other Major Tenants
Non­
Owned
Major
Tenants
Giant Eagle,
Marc's
Kroger
Kroger
Fresh Thyme
Farmers Market
HomeGoods, LA Fitness, Pet Supplies Plus, Stein Mart,
T.J.Maxx
—
Bed Bath & Beyond, Michaels, Sears, Staples, T.J.Maxx
Kroger
—
Kroger
Dollar Tree, Planet Fitness
Kroger
—
Kroger*
—
Health Foods
Unlimited
Burlington Stores, Christmas Tree Shops, Jo­Ann Fabric &
Craft Stores, Party City, Petsmart, Value City Furniture
Valu King**
Dollar Tree, Harbor Freight Tools
Giant Eagle
BJ's Wholesale
Club, Giant Eagle,
Marc's
—
Petco, Planet Fitness
Pet Supplies Plus
Dick's Sporting Goods, Jo­Ann Fabric & Craft Stores
Burlington Stores, Cleveland Furniture Bank, Jo­Ann Fabric
& Craft Stores, Marshalls, Party City, Petco
Target
Walmart
Target, The
Home
Depot
—
—
Kroger
Kroger
—
Ashley Furniture, Citi Trends, Michaels
Giant Eagle
—
Kroger
Big Lots, Harbor Freight Tools
Kroger
Big Lots, Planet Fitness, Shopper's World
—
Kroger*
—
Giant Food (Ahold)
Weis Markets
Redner's Warehouse
Market
Giant Eagle
Giant Food (Ahold)
Giant Food (Ahold)
Walmart
Supercenter
Bottom Dollar**
Giant Food (Ahold)
—
Giant Food (Ahold)
—
—
Giant Food (Ahold)
—
—
Weis Markets
—
Giant Food (Ahold)
Ollie's Bargain Outlet, Sears Outlet
Pat Catan's Craft Centers
Marshalls
Roses
Bed Bath & Beyond, MC Sports, OfficeMax, Petco
—
Conn's, Drysdales, PetSmart
Lowe's
Kohl's,
Lowe's,
Target
The Home
Depot
Best Buy,
JC Penney
Home Store
CVS
A.C. Moore, Dunham's Sports, Petco, Shoe Carnival,
Toys"R"Us
—
Walmart
T.J.Maxx, The Home Depot, Walmart
Big Lots, Mega Marshalls, PetSmart, Rite Aid, Staples,
Wells Fargo
—
—
Tuesday Morning
Pep Boys, Rascal Fitness
Wine & Spirits Shoppe
Chuck E. Cheese's, Mealey's Furniture
Dick's Sporting Goods, hhgregg, Party City, PetSmart,
T.J.Maxx, The Home Depot
Rite Aid, Tractor Supply Co.
Kohl's, Marshalls, Regal Cinemas
Dollar Tree, Ross Dress for Less
—
SGS Paper
Citi Trends, The Dept. of Health
Property Name
392
New Garden Center
393
Stone Mill Plaza
394
Woodbourne Square
395
North Penn Market Place
396
New Holland Shopping Center
397
Village at Newtown
398
Cherry Square
399
Ivyridge
400
Roosevelt Mall
401
Shoppes at Valley Forge
402
Plymouth Plaza
403
County Line Plaza
404
69th Street Plaza
405
Warminster Towne Center
406
Shops at Prospect
407
Whitehall Square
408
Wilkes­Barre Township Marketplace
409
Hunt River Commons
410
Belfair Towne Village
411
Milestone Plaza
412
Circle Center
413
Island Plaza
414
Festival Centre
415
Remount Village Shopping Center
416
Fairview Corners I & II
417
Hillcrest Market Place
418
Shoppes at Hickory Hollow
419
Congress Crossing
420
East Ridge Crossing
421
Watson Glen Shopping Center
422
Williamson Square
423
Greensboro Village
424
Greeneville Commons
425
Oakwood Commons
426
Kimball Crossing
427
Kingston Overlook
428
Farrar Place
429
The Commons at Wolfcreek
430
Georgetown Square
City
Kennett Square
Lancaster
Langhorne
Lansdale
New Holland
Newtown
Northampton
Philadelphia
Philadelphia
Phoenixville
Plymouth Meeting
Souderton
Upper Darby
Warminster
West Hempfield
Whitehall
Wilkes­Barre
North Kingstown
Bluffton
Greenville
Hilton Head
James Island
North Charleston
North Charleston
Simpsonville
Spartanburg
Antioch
Athens
Chattanooga
Franklin
Franklin
Gallatin
Greeneville
Hermitage
Kimball
Knoxville
Manchester
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
RI
SC
SC
SC
SC
SC
SC
SC
SC
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
Memphis
State
Metropolitan Statistical
Area
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Lancaster, PA
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Lancaster, PA
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Allentown­Bethlehem­Easton, PA­NJ
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Philadelphia­Camden­Wilmington,
PA­NJ­DE­MD
Lancaster, PA
Allentown­Bethlehem­Easton, PA­NJ
Scranton­­Wilkes­Barre­­Hazleton,
PA
Providence­Warwick, RI­MA
Hilton Head Island­Bluffton­Beaufort,
SC
Greenville­Anderson­Mauldin, SC
Hilton Head Island­Bluffton­Beaufort,
SC
Charleston­North Charleston, SC
Charleston­North Charleston, SC
Charleston­North Charleston, SC
Greenville­Anderson­Mauldin, SC
Spartanburg, SC
Nashville­Davidson­­Murfreesboro­­
Franklin, TN
Athens, TN
Chattanooga, TN­GA
Nashville­Davidson­­Murfreesboro­­
Franklin, TN
Nashville­Davidson­­Murfreesboro­­
Franklin, TN
Nashville­Davidson­­Murfreesboro­­
Franklin, TN
Greeneville, TN
Nashville­Davidson­­Murfreesboro­­
Franklin, TN
Chattanooga, TN­GA
Knoxville, TN
Tullahoma­Manchester, TN
TN
Murfreesboro
Year
Built
2012
2008
1984
1977
1995
1989
1989
2006
2011
2003
1994
2013
1994
1997
1994
2006
2004
1989
2006
1995
2000
2004
2015
1996
2003
2012
1986
2012
1999
2015
2015
2005
2002
2015
2007
2015
1989
Memphis, TN­MS­AR
TN
GLA
144,920
106,736
29,821
58,358
65,878
177,185
75,005
107,318
561,890
176,676
32,404
154,758
41,711
237,152
63,392
315,192
307,610
148,126
162,548
89,721
65,213
171,224
325,347
60,238
131,002
357,051
144,469
180,305
58,950
265,027
331,386
70,203
228,618
266,721
280,476
122,536
43,220
2015
Nashville­Davidson­­Murfreesboro­­
Franklin, TN
% Leased
96.2%
99.3%
100.0%
80.2%
95.2%
86.0%
94.9%
93.8%
98.0%
99.3%
42.5%
91.6%
100.0%
100.0%
100.0%
98.7%
97.9%
99.2%
93.0%
100.0%
97.3%
81.1%
77.5%
82.0%
98.2%
85.9%
84.9%
97.6%
88.8%
98.9%
97.7%
97.7%
95.5%
92.5%
96.2%
100.0%
79.9%
654,313
2003
ABR
(,000's)
1,001
1,288
628
904
507
4,002
713
2,212
7,860
1,358
491
1,456
423
3,402
739
3,419
2,184
1,556
2,096
1,497
786
1,026
2,083
462
1,867
3,278
1,375
1,227
593
2,511
3,122
980
1,588
2,742
1,793
1,191
307
93.3%
115,062
ABR/SF (1)
7.34
12.15
21.07
20.92
8.09
26.27
10.01
21.98
33.74
7.74
35.64
10.70
10.13
15.56
11.66
11.00
31.00
10.59
13.87
16.69
12.38
7.75
8.38
9.35
14.51
11.27
11.21
6.98
11.33
9.67
9.65
14.29
12.28
11.52
7.34
9.98
8.89
7,941
88.2%
Grocer (2)
Other Major Tenants
Giant Food (Ahold)
—
Weis Markets*
Grocery Outlet
McCaffrey's
(Ahold)
Redner's Warehouse
Market
A&P**
—
Redner's Warehouse
Market
—
ALDI
Fresh Grocer
(Wakefern)*
ShopRite
A.C. Moore, Kohls, Modell's Sporting Goods, Old Navy,
Party City, PetSmart, Ross Dress for Less
Musser's Markets
Hallmark
Redner's Warehouse
Market
Mealey's Furniture, PetSmart, Ross Dress for Less, Sports
Authority, Staples
Walmart
Supercenter
Party City, Shoe Carnival
Super Stop & Shop
(Ahold)
Marshalls, Planet Fitness
Kroger
Stein Mart
BI­LO
(Southeastern
Grocers)
BI­LO
(Southeastern
Grocers)
Food Lion
—
BI­LO
(Southeastern
Grocers)
—
Publix
Kroger
—
Food Lion
ALDI
—
Publix
—
Publix
Walmart
Supercenter
—
Food Lion
Big Lots, Ollie's Bargain Outlet
—
—
—
Family Dollar
Pier 1 Imports
—
Wine & Spirits
Macy's, Modell's Sporting Goods, Ross Dress For Less
French Creek Outfitters, Staples
Premier Urgent Care, TD Bank
Planet Fitness, Rite Aid, VF Outlet
EZ Bargains, Rent­A­Center, Super Dollar City
—
Gold's Gym, Intercontinental Hotels Group, New Spring
Church, Sears Outlet
—
Ross Dress for Less, T.J.Maxx
Marshalls, NCG Cinemas, Office Depot, Petco, Ross
Dress for Less, Stein Mart
Citi Trends
Dunham's Sports, Kmart
—
At Home, Big Lots, Franklin Athletic Club, Trees n
Trends
Grace Church Nashville, Hard Knocks, Hobby Lobby,
Planet Fitness, Skyzone, USA Baby
—
Belk, Burkes Outlet, JC Penney, Kmart
Bed Bath & Beyond, Dollar Tree, Goody’s, PetSmart, Ross
Dress for Less
Goody's
Babies"R"Us, Michaels, Sears Outlet
—
Kroger
—
Kmart
Dollar Tree, Gold's Gym
—
11.47
—
13.25
1,164
Non­
Owned
Major
Tenants
Academy Sports + Outdoors, Best Buy, Big Lots, DSW,
Five Below, hhgregg, Office Depot, PetSmart, Sports
Authority, T.J.Maxx, Value City Furniture
Aaron's
Target
Lowe's
Target, The
Home
Depot,
Toys"R"Us
Property Name
City
Nashville
Tullahoma
Winchester
Aransas
Arlington
Austin
Baytown
Bellaire
Bellaire
Bryan
State
Metropolitan Statistical
Area
Year
Built
1998
1995
1997
2002
TN
Nashville­Davidson­­Murfreesboro­­
Franklin, TN
TN
Tullahoma­Manchester, TN
TN
Tullahoma­Manchester, TN
TX
Corpus Christi, TX
TX
Dallas­Fort Worth­Arlington, TX
2015
TX
Austin­Round Rock, TX
2015
TX
Houston­The Woodlands­Sugar Land,
TX
1987
TX
Houston­The Woodlands­Sugar Land,
TX
1994
TX
Houston­The Woodlands­Sugar Land,
TX
2008
TX
College Station­Bryan, TX
2008
GLA
% Leased
ABR
(,000's)
1,001
1,241
1,162
256
86,811
98.2%
182,401
98.3%
208,123
93.6%
50,700
79.2%
420,550
98.8%
3,949
168,112
83.7%
1,553
95,930
85.7%
892
50,967
100.0%
705
71,575
98.4%
607
59,029
100.0%
340
ABR/SF (1)
11.75
6.92
5.96
7.97
9.51
11.04
10.85
13.83
8.62
6.71
Grocer (2)
Kroger
Walmart
Supercenter
Walmart
Supercenter
—
WinCo Foods
—
—
H­E­B
El Ahorro
Supermarket
—
431
Nashboro Village
432
Commerce Central
433
Merchant's Central
434
Palm Plaza
435
Bardin Place Center
436
Parmer Crossing
437
Baytown Shopping Center
438
Cedar Bellaire
439
El Camino
440
Bryan Square
441
Townshire
442
Plantation Plaza
Clute
TX
Houston­The Woodlands­Sugar Land,
TX
1997
99,141
99.0%
825
8.58
Kroger
443
Central Station
College Station
TX
College Station­Bryan, TX
2012
176,847
90.9%
2,415
15.41
—
444
Rock Prairie Crossing
College Station
TX
College Station­Bryan, TX
2002
118,700
100.0%
1,328
25.23
Kroger
445
Carmel Village
Corpus Christi
TX
Corpus Christi, TX
1993
85,633
76.7%
631
9.60
—
446
Five Points
Corpus Christi
TX
Corpus Christi, TX
2015
276,593
93.7%
3,141
12.33
—
447
Claremont Village
Dallas
TX
Dallas­Fort Worth­Arlington, TX
1976
67,305
94.6%
510
8.15
Minyard Food
Stores
448
Jeff Davis
Dallas
TX
Dallas­Fort Worth­Arlington, TX
1975
68,962
79.8%
565
10.26
Save­A­Lot
(Supervalu)
449
Stevens Park Village
Dallas
TX
Dallas­Fort Worth­Arlington, TX
1974
45,492
100.0%
449
9.87
—
450
Webb Royal Plaza
Dallas
TX
Dallas­Fort Worth­Arlington, TX
2015
108,545
92.1%
844
9.90
El Rio Grande
Latin Market
451
Wynnewood Village
Dallas
TX
Dallas­Fort Worth­Arlington, TX
2006
443,681
88.2%
4,135
10.70
Kroger
452
Parktown
Deer Park
TX
Houston­The Woodlands­Sugar Land,
TX
1999
121,388
93.4%
959
8.48
Food Town
453
Kenworthy Crossing
El Paso
TX
El Paso, TX
2003
74,393
96.4%
714
9.96
Albertsons
454
Preston Ridge
455
Forest Hills Village
456
Ridglea Plaza
457
Trinity Commons
458
Village Plaza
459
North Hills Village
460
Highland Village Town Center
461
Bay Forest
462
Beltway South
463
Braes Heights
464
Braes Link
465
Braes Oaks Center
466
Braesgate
467
Broadway
468
Clear Lake Camino South
469
Hearthstone Corners
470
Inwood Forest
471
Jester Village
472
Jones Plaza
473
Jones Square
474
Maplewood Mall
Bryan
Frisco
Ft. Worth
Ft. Worth
Ft. Worth
Garland
Haltom City
Highland Village
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
College Station­Bryan, TX
Dallas­Fort Worth­Arlington, TX
Dallas­Fort Worth­Arlington, TX
Dallas­Fort Worth­Arlington, TX
Dallas­Fort Worth­Arlington, TX
Dallas­Fort Worth­Arlington, TX
Dallas­Fort Worth­Arlington, TX
Dallas­Fort Worth­Arlington, TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
2002
2015
1968
1990
1998
2002
1998
1996
2004
1998
2003
1999
1992
1997
2006
2004
1998
1997
1988
2000
1999
2004
136,887
780,595
69,651
170,519
197,423
89,241
43,299
99,341
71,667
107,174
101,002
38,997
45,067
91,382
76,142
102,643
208,147
77,553
64,285
111,206
169,003
94,871
91.2%
94.4%
100.0%
100.0%
99.4%
100.0%
93.2%
90.2%
98.3%
97.0%
100.0%
100.0%
94.5%
94.6%
100.0%
90.0%
93.9%
98.1%
75.1%
78.3%
98.7%
97.8%
1,007
14,312
394
1,979
3,787
1,003
292
972
746
957
1,954
661
448
568
778
1,391
1,882
694
478
817
1,302
777
16.42
19.86
5.66
11.96
19.30
11.24
7.23
10.84
10.59
28.26
19.35
16.95
10.53
6.56
10.64
16.15
9.63
9.16
9.90
9.39
7.91
8.38
Walmart
Neighborhood
Market
SuperTarget*
Foodland Markets
Tom Thumb
(Albertsons)
Tom Thumb
(Albertsons)
Truong Nguyen
Grocer
Save­A­Lot
Kroger
Kroger
Kroger
—
—
H­E­B
Food Town
El Ahorro
Supermarket
—
Kroger
Foodarama
H­E­B
—
—
Foodarama
Other Major Tenants
Non­
Owned
Major
Tenants
—
Dollar Tree
Goody's
Bealls (Stage Stores), Family Dollar
Hemispheres, Hobby Lobby, Ross Dress for Less
Big Lots, Dollar Tree, Harbor Freight Tools, Mega
Furniture
24 Hour Fitness
—
Family Dollar, Hancock Fabrics
99 Cents Only, Citi Trends, Dollar Floor Store, Firestone
Tops Printing
Walgreens
Fry's
Electronics
Walgreens
OfficeMax, Spec's Liquors, Wally's Party Factory
CVS
Bay Area Dialysis, Bealls (Stage Stores), Tuesday
Morning
Bealls (Stage Stores), Burkes Outlet, Harbor Freight Tool,
Hobby Lobby, Party City, Ross Dress for Less
Family Dollar
Family Dollar
Big Lots, O'Reilly Auto Parts
Family Dollar
Fallas Paredes, Gen X Clothing, Ross Dress for Less
Burkes Outlet, Walgreens
—
Best Buy, Big Lots, DSW, Marshalls, Old Navy, Ross
Dress for Less, Saks OFF Fifth, Sheplers, Stein Mart,
T.J.Maxx
Kohl's
Family Dollar, Hi Style Fashion
Stein Mart
DSW
—
Dollar Tree, Rent­A­Center
—
—
—
CVS, Imagination Toys, I W Marks Jewelers
Walgreens
—
—
Fallas Paredes, Melrose Fashions
24 Hour Fitness, Hancock Fabrics, Mr. Gatti's Pizza,
Spec's Liquors
Big Lots, Stein Mart
—
—
Fitness Connection, Hancock Fabrics
Big Lots, Hobby Lobby
Burke's Outlet
Property Name
475
Merchants Park
476
Northgate
477
Northshore
478
Northtown Plaza
479
Northwood Plaza
480
Orange Grove
481
Pinemont Shopping Center
482
Royal Oaks Village
483
Tanglewilde Center
484
Westheimer Commons
485
Fry Road Crossing
486
Washington Square
487
Jefferson Park
488
Winwood Town Center
489
Crossroads Centre ­ Pasadena
490
Spencer Square
491
Pearland Plaza
492
Market Plaza
493
Preston Park
494
Northshore Plaza
495
Klein Square
496
Keegan's Meadow
497
Texas City Bay
498
Windvale Center
499
The Centre at Navarro
500
Spradlin Farm
501
Culpeper Town Square
502
City
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Houston
Katy
Kaufman
Mount Pleasant
Odessa
Pasadena
Pasadena
Pearland
Plano
Plano
Portland
Spring
Stafford
Texas City
The Woodlands
Victoria
Christiansburg
Culpeper
Hanover Square
503
Jefferson Green
504
Tuckernuck Square
505
Cave Spring Corners
506
Hunting Hills
507
Valley Commons
508
Lake Drive Plaza
509
Hilltop Plaza
510
Ridgeview Centre
511
Rutland Plaza
512
Fitchburg Ridge Shopping Center
513
Spring Mall
514
Mequon Pavilions
515
Moorland Square Shopping Ctr
516
State
Metropolitan Statistical
Area
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Dallas­Fort Worth­Arlington, TX
Mount Pleasant, TX
Odessa, TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Houston­The Woodlands­Sugar Land,
TX
Dallas­Fort Worth­Arlington, TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Dallas­Fort Worth­Arlington, TX
TX
Corpus Christi, TX
TX
Houston­The Woodlands­Sugar Land,
TX
TX
Houston­The Woodlands­Sugar Land,
TX
TX
Houston­The Woodlands­Sugar Land,
TX
TX
Houston­The Woodlands­Sugar Land,
TX
TX
Victoria, TX
VA
VA
Mechanicsville
Newport News
Richmond
Roanoke
Roanoke
Salem
Vinton
Virginia Beach
Wise
Rutland
Fitchburg
Greenfield
Mequon
New Berlin
Paradise Pavilion
517
Moundsville Plaza
518
Blacksburg­Christiansburg­Radford,
VA
Washington­Arlington­Alexandria,
DC­VA­MD­WV
VA
VA
VA
VA
VA
VA
VA
VA
VA
VT
WI
WI
WI
WI
West Bend
Moundsville
Grand Central Plaza
Parkersburg
TOTAL PORTFOLIO
Year
Built
2009
1972
2001
1990
1972
2005
1999
2001
1998
2012
2005
1978
2001
2002
1997
1998
1995
2002
2015
2000
1999
1999
2005
2002
2005
2000
1999
Richmond, VA
Virginia Beach­Norfolk­Newport
News, VA­NC
Richmond, VA
Roanoke, VA
Roanoke, VA
Roanoke, VA
Roanoke, VA
Virginia Beach­Norfolk­Newport
News, VA­NC
Big Stone Gap, VA
Rutland, VT
Madison, WI
Milwaukee­Waukesha­West Allis,
WI
Milwaukee­Waukesha­West Allis,
WI
Milwaukee­Waukesha­West Allis,
WI
WI
WV
WV
GLA
243,798
40,244
230,779
190,622
136,747
189,201
73,577
145,229
82,565
242,409
237,340
64,230
132,096
365,559
134,006
194,470
156,491
168,137
239,022
152,144
80,636
125,491
223,152
101,088
47,960
180,220
132,882
1991
1988
1994
2005
2014
1988
2008
2010
2015
1997
2003
2003
2015
1990
Milwaukee­Waukesha­West Allis,
WI
Wheeling, WV­OH
Parkersburg­Vienna, WV
(2) * Indicates grocer is not owned; ** Indicates grocer is dark and paying.
% Leased
100.0%
100.0%
93.9%
89.5%
96.0%
94.1%
92.9%
95.5%
100.0%
91.9%
100.0%
82.7%
71.2%
100.0%
94.8%
85.4%
80.3%
70.2%
88.4%
94.1%
98.8%
94.7%
53.9%
89.4%
96.9%
92.8%
94.2%
129,887
54,945
86,010
147,133
166,207
45,580
163,090
150,300
190,242
224,514
50,555
188,861
219,541
98,303
2000
2004
1986
ABR/SF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold improvements.
(1)
(Back To Top)
ABR
(,000's)
3,318
315
2,720
1,935
1,353
1,752
880
3,038
1,133
2,053
2,377
304
645
2,765
1,503
1,999
1,120
2,707
5,485
932
861
1,232
1,161
959
729
2,386
1,122
95.6%
89.8%
47.9%
94.3%
94.6%
20.4%
98.8%
90.5%
57.0%
98.2%
77.7%
83.5%
89.0%
95.0%
203,630
176,156
75,344
86,615,572
ABR/SF (1)
13.61
7.84
12.75
11.51
10.47
9.98
13.19
21.90
13.85
9.22
10.10
5.72
7.01
12.10
12.72
12.04
8.91
24.05
25.97
13.59
10.81
10.70
9.71
29.04
15.69
14.53
8.96
1,611
728
824
1,023
1,307
90
1,241
2,514
831
1,906
460
1,179
3,044
878
98.4%
96.0%
100.0%
92.6%
Grocer (2)
—
Sellers Bros.
—
Food City
—
—
H­E­B
—
Fiesta Mart
Kroger
—
Super 1 Foods
H­E­B
Kroger
Kroger
Kroger
Central Market (H­
E­B)
Kroger
—
H­E­B
Bealls (Stage Stores)
Food Town
Family Dollar, Unleashed (Petco)
Randalls
(Albertsons)
Palais Royal
Kroger
—
Randalls
(Albertsons)
—
—
Hastings, Walgreens
—
Food Lion
12.97
14.75
19.98
12.80
8.32
9.67
7.70
18.69
7.66
8.64
11.76
7.48
15.58
9.40
1,471
1,211
801
945,667
Other Major Tenants
Kroger
$
Non­
Owned
Major
Tenants
Big Lots, Petco, Ross Dress for Less, Tuesday Morning
Affordable Furniture, Firestone, Lumber Liquidators,
TitleMax
Conn's, Office Depot
99 Cents Only, CVS, Fallas Paredes
—
24 Hour Fitness, FAMSA, Floor & Décor
Family Dollar, Houston Community College
—
Ace Hardware, Dollar Tree, Party City, Salon In The Park
Marshalls, Rainbow
Hobby Lobby, Palais Royal, Stein Mart
AutoZone, Bealls (Stage Stores), Dollar Tree
—
Hastings, Office Depot, Ross Dress for Less, Target
Sears Hardware
Burkes Outlet
Walgreens
—
Barnes & Noble, Big Lots, Michaels, T.J.Maxx
Kmart
Target, The
Home
Depot
Mountain Run Bowling, Tractor Supply Co.
Martin's Food
(Ahold)
Gold's Gym
—
Destination XL, Once Upon a Child, Tuesday Morning
—
Chuck E. Cheese's
Kroger
Hamrick's
—
Kohl's, PetSmart
—
—
Kroger
Big Lots, Goodwill
Trader Joe's
Jo­Ann Fabric & Craft Stores, Kirkland’s, Office Depot,
PetSmart
—
Grand Home Furnishings, Ollie's Bargain Outlet
Price Chopper
Flagship Cinemas, T.J.Maxx, Walmart
—
Wisconsin Dialysis
Pick 'N Save
(Kroger)**
T.J.Maxx
Sendik's Food
Market
Bed Bath & Beyond, DSW, Marshalls
Pick 'n Save
(Kroger)
—
Walmart
7.34
—
Hobby Lobby, Kohl's
ShopKo
7.16
Kroger
Big Lots, Dunham's Sports, Peebles
10.63
—
Office Depot, O'Reilly Auto Parts, T.J.Maxx
$
12.76
Kohl's
Belk